UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.
20549







FORM 10-K/A







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the Fiscal Year Ended December 31, 2008



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



|                       |  |                                                                                                                                                 |  |                                  
|---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------
|Commission File Number |  | Exact Name of Registrant as Specified in its Charter; State of Incorporation; Address of Principal Executive
Offices; and Telephone Number      |  | IRS EmployerIdentification Number
|1-16169                |  | EXELON CORPORATION (a Pennsylvania corporation)
10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398            |  | 23-2990190                       
|333-85496              |  | EXELON GENERATION COMPANY, LLC (a Pennsylvania limited
liability company) 300 Exelon Way Kennett Square, Pennsylvania
19348-2473 (610) 765-5959 |  | 23-3064219                       
|1-1839                 |  | COMMONWEALTH EDISON COMPANY (an Illinois
corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028
(312) 394-4321                      |  | 36-0938600                       
|000-16844              |  | PECO ENERGY COMPANY (a Pennsylvania corporation)
P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000          |  | 23-0970240                       



Securities registered pursuant
to Section 12(b) of the Act:



|                                                                                                                                                                                                                                |  |                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------
|Title of Each Class                                                                                                                                                                                                             |  | Name of Each Exchange onWhich Registered
|EXELON CORPORATION:                                                                                                                                                                                                             |  |                                         
|Common Stock, without par value                                                                                                                                                                                                 |  | New York, Chicago andPhiladelphia       
|PECO ENERGY COMPANY:                                                                                                                                                                                                            |  |                                         
|Cumulative Preferred Stock, without par value: $4.68 Series, $4.40 Series, $4.30 Series and $3.80 Series                                                                                                                        |  | New York                                
|Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO
Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company |  | New York                                



Securities registered pursuant
to Section 12(g) of the Act:



COMMONWEALTH EDISON COMPANY:

Common Stock Purchase Warrants, 1971 Warrants and Series B Warrants



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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.



|                               |  |        |  |      
|------------------------------ |  | ------ |  | -----
|Exelon Corporation             |  | Yes  x |  | No   ̈
|Exelon Generation Company, LLC |  | Yes  x |  | No   ̈
|Commonwealth Edison Company    |  | Yes  x |  | No   ̈
|PECO Energy Company            |  | Yes  x |  | No   ̈



Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



|                               |  |        |  |      
|------------------------------ |  | ------ |  | -----
|Exelon Corporation             |  | Yes   ̈ |  | No  x
|Exelon Generation Company, LLC |  | Yes   ̈ |  | No  x
|Commonwealth Edison Company    |  | Yes   ̈ |  | No  x
|PECO Energy Company            |  | Yes   ̈ |  | No  x



Indicate by check mark whether
the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) have been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer
and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                               |  |                   |  |             |  |                 |   |                        |  | 
|------------------------------ |  | ----------------- |  | ----------- |  | --------------- | - | ---------------------- |  | 
|                               |  | Large Accelerated |  | Accelerated |  | Non-Accelerated |   | Small ReportingCompany
|Exelon Corporation             |  | ü                 |  |             |  |                 |   |                        |  | 
|Exelon Generation Company, LLC |  |                   |  |             |  |                 | ü |                        |  | 
|Commonwealth Edison Company    |  |                   |  |             |  |                 | ü |                        |  | 
|PECO Energy Company            |  |                   |  |             |  |                 | ü |                        |  | 



Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act).



|                               |  |        |  |      
|------------------------------ |  | ------ |  | -----
|Exelon Corporation             |  | Yes   ̈ |  | No  x
|Exelon Generation Company, LLC |  | Yes   ̈ |  | No  x
|Commonwealth Edison Company    |  | Yes   ̈ |  | No  x
|PECO Energy Company            |  | Yes   ̈ |  | No  x



The estimated aggregate market
value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, 2008, was as follows:



|                                                           |  |                      
|---------------------------------------------------------- |  | ---------------------
|Exelon Corporation Common Stock, without par value         |  | $ 59,092,745,316     
|Exelon Generation Company, LLC                             |  | Not applicable       
|Commonwealth Edison Company Common Stock, $12.50 par value |  | No established market
|PECO Energy Company Common Stock, without par value        |  | None                 



The number of shares outstanding
of each registrants common stock as of January 30, 2009 was as follows:



|                                                           |  |               
|---------------------------------------------------------- |  | --------------
|Exelon Corporation Common Stock, without par value         |  | 658,242,488   
|Exelon Generation Company, LLC                             |  | Not applicable
|Commonwealth Edison Company Common Stock, $12.50 par value |  | 127,016,519   
|PECO Energy Company Common Stock, without par value        |  | 170,478,507   



Documents Incorporated by
Reference

Portions of the Exelon Proxy Statement for the 2009 Annual Meeting of Shareholders are incorporated by reference in Part III.







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TABLE OF CONTENTS



|                           |  |                                                                                                |  |   
|-------------------------- |  | ---------------------------------------------------------------------------------------------- |  | --
|                           |  | Page No.                                                                                      
|EXPLANATORY NOTE           |  | 1                                                                                             
|FILING FORMAT              |  | 1                                                                                             
|FORWARD-LOOKING STATEMENTS |  | 1                                                                                             
|                           |  |                                                                                               
|PART III                   |  |                                                                                                |  |   
|ITEM 11.                   |  | EXECUTIVE COMPENSATION                                                                         |  | 2 
|ITEM 12.                   |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |  | 53
|                           |  |                                                                                               
|PART IV                    |  |                                                                                                |  |   
|ITEM 15.                   |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     |  | 57
|                           | 
|SIGNATURES                 |  | 58                                                                                            
|                           |  | Exelon Corporation                                                                             |  | 58
|                           |  | Exelon Generation Company, LLC                                                                 |  | 58
|                           |  | Commonwealth Edison Company                                                                    |  | 58
|                           |  | PECO Energy Company                                                                            |  | 58
|                           | 
|CERTIFICATION EXHIBITS     |  | 59                                                                                            



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EXPLANATORY NOTE



Exelon, Generation, ComEd and PECO are filing this amendment on Form 10-K/A to disclose required non-employee director compensation
disclosures in Item 11 - Executive Compensation and to update the security ownership disclosures in Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters to include information from Schedules 13G
filed by certain beneficial owners after the original 10-K was filed on February 6, 2009. This amendment on Form 10-K/A does not change any other part of the disclosures in Items 11 or 12 or any of the previously reported financial statements or
other disclosures contained in the original Form 10-K filed on February 6, 2009.



FILING FORMAT



This combined
Form 10-K/A is being filed separately by Exelon Corporation (Exelon), Exelon Generation Company, LLC (Generation), Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO) (collectively, the Registrants). Information contained herein
relating to any individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.



FORWARD-LOOKING STATEMENTS



Certain of the matters discussed in this Report are forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by a registrant include (a) those factors discussed in the original
Form 10-K and herein, including those factors with respect to such registrant discussed in ITEM 1A. Risk Factors, ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operation, and ITEM 8. Financial
Statements and Supplementary Data: Note 18 and (b) other factors discussed in filings with the United States Securities and Exchange Commission (SEC) by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking
statements, which apply only as of the date of the original Form 10-K. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of the
original Form 10-K.



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PART III



ITEM 11. EXECUTIVE COMPENSATION



Compensation Discussion and Analysis



Objectives of the Compensation Program



The compensation committee has designed Exelons executive compensation program to attract and retain outstanding executives. The compensation programs are
designed to motivate and reward senior management for achieving financial, operational and strategic success consistent with Exelons goal of being the best group of electric generation and electric and gas delivery companies in the country,
thereby building value for shareholders. Exelons compensation program has three principles, as described below:



1. A substantial portion of compensation should be performance-based.



The compensation committee has adopted a pay-for-performance philosophy, which places an emphasis on pay-at-risk. Exelons compensation program is designed to
reward superior performance, that is, meeting or exceeding financial and operational goals set by the compensation committee. When excellent performance is achieved, pay will increase. Failure to achieve the target goals established by the
compensation committee will result in lower pay. There are pay-for-performance features in both cash and equity-based compensation. The named executive officers (NEOs) listed in the Summary Compensation Table participate in an annual incentive plan
that provides cash compensation based on the achievement of performance goals established each year by the compensation committee. A substantial portion of each NEOs equity-based compensation is in the form of performance share units that are
paid to the extent that longer-range performance goals set by the compensation committee are met, with the balance delivered in stock options that have value only to the extent that Exelons stock price increases following the option grant
date. As a result of the performance-based features of his cash and equity-based compensation, 82% of Mr. Rowes 2008 target total direct compensation (base salary plus annual and long-term incentive compensation) was at-risk. Similarly,
of the other NEOs 2008 target total direct compensation, approximately 51% to 73% was at-risk.



Recoupment Policy



Consistent with the
pay-for-performance policy, in May 2007 the board of directors adopted a recoupment policy as part of Exelons corporate governance principles. The board of directors will seek recoupment of incentive compensation paid to an executive officer
if the board determines, in its sole discretion, that



| |  |  | the executive officer engaged in fraud or intentional misconduct;
| | - |  | -----------------------------------------------------------------



| |  |  | as a result of which Exelon was required to materially restate its financial results;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the executive officer was paid more incentive compensation than would have been payable had the financial results been as restated;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | recoupment is not precluded by applicable law or employment agreements; and
| | - |  | ---------------------------------------------------------------------------



| |  |  | the board concludes that, under the facts and circumstances, seeking recoupment would be in the best interest of Exelon and its shareholders.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



2. A substantial portion of compensation should be granted as equity-based awards.



The compensation committee believes that a substantial portion of compensation
should be in the form of equity-based awards in order to align the interests of the NEOs with Exelons shareholders. The objective is to make the NEOs think and act like owners. Equity-based compensation is in the form



2



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of performance share units, stock options, and restricted stock units that are valued in relation to Exelons common stock, and they gain value in relation to the
market price of Exelons stock or Exelons total shareholder return in comparison to other energy services companies and/or general industry. Conversely, when the market price of Exelons stock decreases, the value of the equity
compensation decreases. The NEOs have been affected by the decline in the market value of Exelons stock price in 2008 in three ways. First, the stock options awarded in 2008, 2007 and 2006 are not in the money. Second, the target number of
performance shares for the 2006-2008 performance period was based on the January 2008 stock price of approximately $73, while the shares awarded in January 2009 were worth approximately $56. As a result, while Exelons total shareholder return
performance was at 200% of target, as described below, the value of the shares paid out was only about 153% of the target value. Third, the value of the accumulated equity that the NEOs retained from prior compensation declined.



3. Exelons compensation program should enable the company to compete for and retain
outstanding executive talent.



Exelons shareholders are best served when we can successfully recruit and retain talented executives with compensation that is competitive and fair. The compensation committee strives to deliver total direct compensation
generally at the median (the 50thpercentile), which is deemed to be the competitive level of pay of executives in comparable positions at certain peer companies with
which we compete for executive talent. If Exelons performance is at target, the compensation will be targeted at the 50thpercentile; if Exelons performance
is above target, the compensation will be targeted above the 50thpercentile, and if performance is below target, the compensation will be targeted below the
50thpercentile. This concept reinforces the pay-for-performance philosophy.



Each year the compensation committee commissions its consultant to prepare a study to benchmark total direct compensation against a peer group of companies. The
study includes an assessment of competitive compensation levels at high-performing energy services companies and other large, capital asset-intensive companies in general industry, since the company competes for executive talent with companies in
both groups. All competitive data was aged to January 2008 using a 3.75% annual update factor. The study indicated that a steady state was appropriate, with an average of 4% increases to base salaries and relatively unchanged targets for annual and
long-term incentives, and that no changes were needed for the long-term incentive mix and design. The consultant considered Exelons organizational changes to determine how Exelons positions compared with positions at its peers by
establishing a benchmark match for each Exelon executive in the competitive market, where available, and reviewed each element of compensation as well as total direct compensation.



The peer group criteria include having revenue similar to Exelons, market capitalization generally greater than $5 billion, and
a balance of industry segments. The members of the peer group are reviewed each year to determine whether their inclusion continues to be appropriate. Generally the peer group is comprised of 24 companies: 12 general industry companies and 12 energy
services companies. The companies were selected by the compensation committee from the Towers Perrin Energy Services Industry Executive Compensation Database and their Executive Compensation Database. The peer group was the same in 2008 as it was in
2007 and 2006, except that for 2008 Bell South, which was acquired by AT&T in late 2006, was replaced by Hess Corporation because it met the criteria with revenues similar to Exelons and is a domestic, asset-intensive company similar in
size to Exelon. The peer group includes the following companies:



|                           |  |                          
|-------------------------- |  | -------------------------
|General Industry Companies |  | Energy Services Companies
|3M                         |  | American Electric Power  
|                           | 
|Abbott Laboratories        |  | Centerpoint Energy       



3



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|                           |  |                                     
|-------------------------- |  | ------------------------------------
|General Industry Companies |  | Energy Services Companies           
|Caterpillar Inc.           |  | Dominion Resources, Inc.            
|                           | 
|General Mills Inc.         |  | Duke Energy Corp.                   
|                           | 
|Hess Corporation           |  | Edison International                
|                           | 
|Honeywell International    |  | Entergy Corp.                       
|                           | 
|International Paper        |  | FirstEnergy                         
|                           | 
|Johnson Controls Inc.      |  | PG&E Corp.                          
|                           | 
|PepsiCo Inc.               |  | Public Service Enterprise Group Inc.
|                           | 
|PPG Industries, Inc.       |  | Southern Co.                        
|                           | 
|Union Pacific Corp.        |  | TXU Corp.*                          
|                           | 
|Weyerhaeuser Company       |  | Xcel Energy, Inc.                   



|* | Included prior to privatization in 2008.
|- | ----------------------------------------



The compensation committee generally applies the same policies with respect to the compensation of each of
the individual NEOs. The compensation committee carefully considers the roles and responsibilities of each of the NEOs relative to the peer group, as well as the individuals performance and contribution to the performance of the business in
establishing the compensation opportunity for each NEO. The differences in the amounts of compensation awarded to the NEOs reflect primarily two factors, the differences in the compensation paid to officers in comparable positions in the peer group
and differences in the individual responsibility and experience of the Exelon officers. Time in position affects where individuals are relative to market percentiles, with cash compensation generally at the median and incentive compensation slightly
above the median. The nuclear organizations pay is generally closer to the 75thpercentile given the size and quality of Exelons nuclear fleet, and certain
positions are at the 75thpercentile because of unusual expertise in regulatory or nuclear matters. The delivery company presidents were evaluated as a blend of top
energy delivery executives and freestanding CEOs, given the amount of independence they have. Mr. Rowes target compensation was based on the same factors as the other NEOs, but his compensation reflected a greater degree of policy and
decision-making authority and a higher level of responsibility with respect to strategic direction and financial and operating results of Exelon. His target compensation was assessed relative to other CEOs in the peer group. Mr. Rowes
compensation also reflects the fact that Exelon has the largest market capitalization in the industry and that Exelon has the largest nuclear fleet in the industry. It also reflects that Mr. Rowe is the senior CEO in the industry.



The role of individual performance in setting compensation



While the consideration of benchmarking data to assure that Exelons compensation
is competitive is a critical component of compensation decisions, individual performance is factored into the setting of compensation in three ways:



| |  |  | First, base salary adjustments are based on an assessment of the individuals performance in the preceding year as well as a comparison with market data for comparable
positions in the peer group.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Second, annual incentive targets are based on the individuals role in the enterprise  the most senior officers with responsibilities that span specific business
units or functions have a target based on earnings per share for the company as a whole, while individuals with specific functional or business unit responsibilities have a significant portion of their targets based on the performance of that
functional or business unit.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Third, consideration is given as to whether an individual performance multiplier would be appropriately applied to the individuals annual incentive plan award, based on
the individuals
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | performance. The individual performance multiplier can result in a decision not to make an award or to decrease the amount of the award or to increase the amount of
the award by up to 10% so long as the adjusted award does not exceed the maximum amount that could be paid to the executive based on achievement of the objective performance criteria applicable under the plan.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Elements of Compensation



This section is an overview of our compensation program for NEOs. It describes the various elements and discusses matters relating to
those items, including why the compensation committee chooses to include items in the compensation program. The next section describes how 2008 compensation was determined and awarded to the NEOs.



Exelons executive compensation program is comprised of four elements: base
salary; annual incentives; long-term incentives; and other benefits.



Cash compensation is comprised of base salary and annual incentives. Equity compensation is delivered through long-term incentives. Together, these elements are designed to balance short-term and longer-range business objectives and to
align NEOs financial rewards with shareholders interests. Approximately 37% to 67% of NEOs total target direct compensation is delivered in the form of cash. Equity compensation accounts for approximately 33% to 63% of NEO total
target direct compensation. The range in the mix of cash and equity compensation is consistent with competitive compensation practices among companies in the peer group. The compensation committee believes that this mix of cash and equity
compensation strikes the right balance of incentives to pursue specific short and long-term performance goals that drive shareholder value.



Base Salary



Exelons compensation program for NEOs is designed so that approximately 18% to 49% of NEO total direct compensation is in the form of base salary, consistent with practices at the companies in the peer group.



Annual Incentives



Annual incentive compensation is designed to provide incentives for achieving short-term financial and operational goals for the
company as a whole, and for subsidiaries, individual business units and operating groups, as appropriate. Under the annual incentive program, cash awards are made to NEOs and other employees if, and only to the extent that, performance conditions
set by the compensation committee are met. The amount of the annual incentive target opportunity is expressed as a percentage of the officers or employees base salary, and actual awards are determined using the base salary at the end of
the year. Threshold, target and distinguished (i.e., maximum) achievement levels are established for each goal. Threshold is set at the minimally acceptable level of performance, for a payout of 50% of target. Target is set consistent with the
achievement of the business plan objectives. Distinguished is set at a level that significantly exceeds the business plan and has a low probability of payout, and is capped at 200% of target. Awards are interpolated to the extent performance falls
between the threshold, target and distinguished levels.



Long-term Incentives



Long-term incentives are made available to executives and key
management employees who affect the long-term success of the company. The long-term incentive compensation programs are primarily equity based and designed to provide incentives and rewards closely related to the interests of Exelons
shareholders, generally as measured by the performance of Exelons total shareholder return and stock price appreciation.



5



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A portion of the long-term incentive compensation is in the form of performance share units that are awarded only
to the extent that performance conditions established by the compensation committee are met. The balance of long-term incentive compensation is in the form of time-vested stock options that provide value only if, and to the extent that, the market
price of Exelons common stock increases following the grant. The use of both forms of long-term incentives is consistent with the practices in our peer group. The mix of long-term incentives depends on the compensation committees
assessment of competitive compensation practices of companies in the peer group.



In 2007, consistent with the continuing efforts to recognize ComEds independence, the compensation committee recommended, and the ComEd board adopted, a separate long-term incentive program for ComEds executives for the period
2007-2009. The goals under the ComEd long-term incentive program are the achievement of ComEd financial, operational, and regulatory/legislative goals. Payments under this plan are made in cash, and are awarded annually by the ComEd board based on
the assessment of performance during the year. Other features of the program are similar to the Exelon performance share award program, including the payout of awards ranging from 0-200% of target and vesting over three years.



Stock Options



Individuals receiving stock options are provided the right to buy a fixed number of shares of Exelon common stock at the closing price of such stock
on the grant date. The target for the number of options awarded is determined by the portion of the long-term incentive value attributable to stock options and a theoretical value of each option determined by the compensation committee using a
Black-Scholes valuation formula. Options vest in equal annual installments over a four-year period and have a term of ten years. Time vesting adds a retention element to our stock option program. Stock option repricing is prohibited by policy
or the terms of the companys long-term incentive plans. Accordingly, no options have been repriced. Stock option awards are generally granted annually at the regularly scheduled January compensation committee meeting when the committee reviews
results for the preceding year and establishes the compensation program for the coming year. Only one off-cycle grant of stock options was made in 2008. All grants to the NEOs must be approved by the full board of directors, which acts after
receiving a recommendation from the compensation committee, except grants to Mr. Rowe, which must be approved by the independent directors, who act after receiving recommendation from the compensation committee.



Performance Share Units



The compensation committee established a performance share unit award program based on total shareholder return for Exelon as compared
to the companies in the Standard & Poors 500 Index and the Dow Jones Utility Index for a three-year period. The threshold, target and distinguished goals for performance unit share awards are established on the grant date (generally
the date of the first compensation committee meeting in the fiscal year). The actual performance against the goals and the number of performance unit share awards are established on the award date (generally the date of the first compensation
committee meeting after the completion of the fiscal year). The first third of the awarded performance shares vests upon the award date, with the remaining thirds vesting on the date of the compensation committees January meeting in the next
two years. The vesting schedule is designed to add a retention factor to the program. The form of payment provides for payment in Exelon common stock to executives with lower levels of stock ownership, with increasing portions of the payments being
made in cash as executives stock ownership levels increase in excess of the ownership guidelines. If an executive achieves 125% or more of the applicable ownership target, performance shares will be paid half in cash and half in stock. If
executive vice presidents and above achieve 200% or more of their applicable stock ownership target, their performance shares will be paid entirely in cash. This payment structure serves to deliver the long-term compensation in cash where the
executive has substantially greater than the required stock ownership and provides the executive with liquidity and the opportunity for diversification.



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Restricted Stock & Restricted Stock Units



In limited cases, the compensation committee has determined that it is necessary to grant restricted shares of Exelon common stock or
restricted stock units to executives as a means to recruit and retain talent. They may be used for new hires to offset annual or long-term incentives that are forfeited from a previous employer. They are also used as a retention vehicle and are
subject to forfeiture if the executive voluntarily terminates, and in some cases may incorporate performance criteria as well as time-based vesting.



Executive stock ownership and trading requirements



To strengthen the alignment of executives interests with those of shareholders, officers of the company are required to own certain amounts of Exelon common
stock by the later of five years after their employment or promotion to their current position. However, in 2007 the compensation committee terminated the stock ownership requirements for ComEd officers in light of the continuing efforts to
recognize ComEds independence and the compensation committees recommendation that ComEd officers participate in a separate cash-based long-term incentive program instead of receiving Exelon performance shares. For additional information
about Exelons stock ownership guidelines, please see the Stock Ownership Guidelines section in Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Exelon has adopted a policy requiring officers, executive vice presidents and above,
who wish to sell Exelon common stock to do so only through Rule 10b5-1 stock trading plans, and permitting other officers to enter into such plans. This requirement is designed to enable officers to diversify a portion of their holdings in excess of
the applicable stock ownership requirements in an orderly manner as part of their retirement and tax planning activities. The use of Section 10b5-1 stock trading plans serves to reduce the risk that investors will view routine portfolio
diversification stock sales by executive officers as a signal of negative expectations with respect to the future value of Exelons stock. In addition, the use of Rule 10b5-1 stock trading plans reduces the potential for accusations of trading
on the basis of material, non-public information that could damage the reputation of the company. Many of the NEOs have such plans, and their exercises during 2008 are reflected in the Option Exercises and Stock Vested table below.
Exelons stock trading policy does not permit short sales or hedging.



Other
Benefits



Other benefits offered by Exelon include such things as
qualified and non-qualified deferred compensation programs, post-termination compensation, retirement benefit plans and perquisites. The company also provides other benefits such as medical and dental coverage and life insurance to each NEO to
generally the same extent as such benefits are provided to other Exelon employees, except that executives pay a higher percentage of their total medical premium. These benefits are intended to make our executives more efficient and effective and
provide for their health, well-being and retirement planning needs. The compensation committee reviews these other benefits to confirm that they are reasonable and competitive in light of the overall goal of designing the compensation program to
attract and retain talent while maximizing the interests of our shareholders.



Deferred Compensation Programs



Exelon offers deferred
compensation plans to permit the deferral of certain cash compensation to facilitate tax and retirement planning and satisfaction of stock ownership requirements for executives and key managers. Exelon maintains non-qualified deferred compensation
plans that are open to certain highly-compensated employees, including the NEOs.





7



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The Deferred Compensation Plan is a non-qualified plan that permits executives and key managers to defer
contributions that would be made to the Exelon Corporation Employee Savings Plan (the companys tax-qualified 401(k) plan) but for the applicable limits under the Internal Revenue Code. The Deferred Compensation Plan permits participants to
defer taxation of a portion of their income. It benefits the company by deferring the payment of a portion of its compensation expense, thus preserving cash.



The Employee Savings Plan is tax-qualified under Sections 401(a) and 401(k) of the Internal Revenue Code (the Code). Exelon maintains the Employee
Savings Plan to attract and retain qualified employees, including the NEOs, and to encourage employees to save some percentage of their cash compensation for their eventual retirement. The Employee Savings Plan permits employees to do so, and allows
the company to make matching contributions in a relatively tax-efficient manner. The company maintains the excess matching feature of the Deferred Compensation Plan to enable management employees to save for their eventual retirement to the extent
they otherwise would have were it not for the limits established by the IRS for purposes of Federal tax policy.



The Stock Deferral Plan is a non-qualified plan that permitted executives to defer performance share units prior to 2007.



In response to declining plan enrollment and the administrative complexity of
compliance with Section 409A of the Code, the compensation committee approved amendments to the Deferred Compensation and Stock Deferral Plans at its December 4, 2006 meeting. The amendments cease future compensation deferrals for the
Stock Deferral Plan and Deferred Compensation Plan other than the excess Employee Savings Plan contribution deferrals. For more information about the amendments, please see Nonqualified Deferred Compensation.



Change In Control and Severance Benefits



The compensation committee believes that change in control employment agreements and
severance benefits are an important part of Exelons compensation structure for NEOs. The compensation committee believes that these agreements will help to secure the continued employment and dedication of the NEOs to continue to work in the
best interests of shareholders, notwithstanding any concern they might have regarding their own continued employment prior to or following a change in control. The compensation committee also believes that these agreements and the Exelon Corporation
Senior Management Severance Plan are important as recruitment and retention devices, as all or nearly all of the companies with which Exelon competes for executive talent have similar protections in place for their senior leadership.



Exelons change in control and severance benefits policies were initially adopted
in January 2001 and harmonized the policies of Exelons predecessor companies. In adopting the policies, the compensation committee considered the advice of a consultant who advised that the levels were consistent with competitive practice and
reasonable. The Exelon benefits include multiples of change in control benefits ranging from two times base salary and annual bonus for corporate and subsidiary vice presidents to 2.99 times base salary and annual bonus for the executive committee
and select senior vice presidents other than the CEO. In 2003, the compensation committee reviewed the terms of the Senior Management Severance Plan and revised it to reduce the situations when an executive could terminate and claim severance
benefits for good reason, clarified the definition of cause, and reduced non-change in control benefits for executives with less than two years of service. In December 2004, the compensation committees consultant
presented a report on competitive practice on executive severance. The competitive practices described in the report were generally comparable to the benefits provided under Exelons severance policies. In discussing the compensation
consultants December 2007 annual report to the committee on compensation trends, the consultant commented that Exelons change in control and severance policies were conservative, citing the use of double triggers, and that they remained
competitive.



8



---

In 2007, the compensation committee adopted a policy limiting the amount of future severance benefits to be paid to
NEOs under future arrangements without shareholder approval to 2.99 times salary plus annual incentive. This policy clarifies that severance benefits include cash severance payments and other post-employment benefits and perquisites, but do not
include:



| |  |  | Amounts earned in the ordinary course of employment rather than upon termination, such as pension benefits and retiree medical benefits;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Amounts payable under plans approved by shareholders;
| | - |  | -----------------------------------------------------



| |  |  | Amounts available to one or more classes of employees other than the NEOs;
| | - |  | --------------------------------------------------------------------------



| |  |  | Excise tax gross-up payments, but only if the compensation includable in determining whether excise taxes apply exceed 110% of the threshold amount; otherwise the NEOs
benefits are reduced so that no excise tax is imposed; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Amounts that may be required by existing agreements that have not been materially modified, Exelons indemnification obligations or the reasonable terms of a settlement
agreement.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In April 2008, the compensation committee
reviewed the level of non-change in control severance benefits provided to senior vice presidents. These benefits had varied over time as the corporate organization evolved from 1.25 to 2 times annual salary and incentive. The compensation
consultant reported that 1.5 times annual salary and incentive was more appropriate and consistent with competitive practices. The compensation committee determined that non-change in control severance benefits for senior vice presidents would be
reset at 1.5 times annual salary and bonus, provided that those senior vice presidents with such benefits at 2 times annual salary and bonus would be grandfathered at that level. In December 2008, the individual change in control employment
agreements provided to the NEOs (other than the CEO) and certain other executives were amended to comply with section 409A of the Internal Revenue Code, which requires that certain payments of deferred compensation be paid not earlier than six
months following a termination of employment. In addition, the severance multiple available to executives who entered into such agreements prior to 2007 was reduced from 3.0 to 2.99 times base salary and annual incentive, consistent with the 2007
compensation committee policy described immediately above, and the boards recoupment policy was incorporated.



Retirement Benefit Plans



The compensation committee believes that retirement benefit plans are an important part of the NEO compensation program. These plans serve a critically important
role in the retention of senior executives, as retirement benefits increase for each year that these executives remain employed. The plans thereby encourage our most senior executives to remain employed and continue their work on behalf of the
shareholders. Exelon sponsors both qualified traditional defined benefit and cash balance defined benefit pension plans and related non-qualified supplemental pension plans (the SERPs).



Exelon previously granted additional years of credited service under the SERP to a few executives in order to recruit or retain them.
As of January 1, 2004, Exelon ceased the practice of granting additional years of credited service to executives under the non-qualified pension plans that supplement the Exelon Corporation Retirement Program for any period in which services
are not actually performed, except that up to two years of service credits may be provided under severance or change in control agreements first entered into after such date. Service credits available under employment, change in control or severance
agreements or arrangements (or any successor arrangements) in effect as of January 1, 2004 were not affected by this policy. To attract a new executive, Exelon is permitted to grant additional years of service under the SERP related to its cash
balance pension plan to make the executive whole for retirement benefits lost from another employer by joining Exelon, provided such a grant is disclosed to shareholders. To date, Exelon has not made any such grant.



9



---

Perquisites



Exelon provides limited perquisites intended to serve specific business needs for the benefit of Exelon; however, it is understood that some may be used for
personal reasons as well. When perquisites are utilized for personal reasons, the cost or value is imputed to the officer as income and the officer is responsible for all applicable taxes; however, in certain cases, the personal benefit is closely
associated with the business purpose in which case the company may reimburse the officer for the taxes due on the imputed income. In 2005, the compensation consultant reviewed Exelons perquisites program. Although specific data for
Exelons peer group was not available, the compensation consultant based its analysis on survey data for large energy and general industry companies. The compensation consultant found that Exelons perquisite program was competitive. The
compensation committee reviewed the costs of the perquisite program and determined the costs to be appropriate for a company of Exelons size.



Anticipating an emerging trend among the peer group to curtail perquisite programs in the future, on January 22, 2007 the compensation committee approved the
phase-out of many executive perquisites, effective January 1, 2008. The eliminated perquisites included: leased vehicles (existing leases allowed to expire), financial and estate planning, tax preparation and health and dining/airline club
memberships. The phase-out approach included a one-time transition payment in January 2008. The amounts of the transition payments are reflected in the column headed All Other Compensation in the Summary Compensation Table and are
detailed in the table headed Perquisites that follows that table. Mr. Rowe did not receive a transition payment. Exelon continues to provide executive physicals, parking in downtown Chicago, supplemental long-term disability
insurance and executive life insurance for those with existing policies. Exelon provides Mr. Rowe with 60 hours of personal travel per year on the corporate aircraft and car and driver services because of the time commitments his position
requires.



How The Amount of 2008 Compensation Was Determined



This section describes how 2008 compensation was determined and awarded to the NEOs.



The independent directors of the Exelon board, on the recommendations
of the Exelon corporate governance committee, conducted a thorough review of Mr. Rowes performance in 2008. The review considered performance requirements in the areas of finance and operations, strategic planning and implementation,
succession planning and organizational goals, communications and external relations, board relations, leadership, and shareholder relations. Mr. Rowe prepared a detailed self-assessment reporting to the board on his performance during the year
with respect to each of the performance requirements. The Exelon board considered the financial highlights of the year and a strategy scorecard that assessed performance against the companys vision and goals. The factors considered included:



| | · |  | goals with respect to protecting the current value of the company, including:
| | - |  | -----------------------------------------------------------------------------



| |  |  | delivering superior operating performance in terms of safety, reliability, efficiency, and the environment,
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | supporting competitive markets,
| | - |  | -------------------------------



| |  |  | protecting the value of our generation assets, and
| | - |  | --------------------------------------------------



| |  |  | building healthy, self-sustaining delivery companies; as well as
| | - |  | ----------------------------------------------------------------



| | · |  | goals relating to growing long-term value, including:
| | - |  | -----------------------------------------------------



| |  |  | organizational improvement,
| | - |  | ---------------------------



| |  |  | advancing an environmental strategy that sets the industry standard for low carbon energy generation and delivery, and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | rigorously evaluating new growth opportunities.
| | - |  | -----------------------------------------------



10



---

The Exelon board considered, in particular, outage frequency at the energy delivery companies, the high average
capacity factor of the nuclear generating plants, above target results in operating earnings, notwithstanding the current economic turmoil, and improvements in safety and environmental performance, as well as challenges such as the decline in the
value of the pension and nuclear decommissioning funds and increased bad debt expenses. The board also considered 2008 progress in advancing longer-term goals, including the formulation of Exelons low carbon strategy and diversity and
inclusion strategy, leadership in addressing regulatory issues, and progress toward building value through disciplined financial management.



How base salary was determined



At its January 28, 2008 meeting, the compensation committee considered organizational changes
recommended by the corporate governance committee, subject to approval by the board of directors that was made on January 29, 2008. These changes included promoting Mr. McLean to Executive Vice President, Finance and Markets and
Mr. Hilzinger to Senior Vice President and Chief Financial Officer, both effective as of January 29, 2008. The compensation committee reviewed base salary data for the other NEOs listed in the Summary Compensation Table as compared to
compensation data at the 50thand 75thpercentile of the peer group. Based on this
review and their individual performance reviews, including the review of Mr. Rowes performance by the corporate governance committee and the independent directors, most of the NEOs received base salary increases effective as of
March 1, 2008 that were in line with the average 4% increase that the consultant reported was competitive. Because Messrs. Crane, Pardee, OBrien, Adams, Clark and Mitchell received significant base salary increases in September 2007, they
did not receive base salary increases effective March 1, 2008.



In
July 2008, the compensation committee recommended, and the board of directors approved, base salary increases for certain NEOs in the nuclear and finance areas as well as the chief executive officers (CEOs) of ComEd and PECO. These increases were
based on the compensation committees determination that the compensation for these officers was not competitive, as evidenced by specific examples of Exelon Nuclear officers who were being recruited by other nuclear generating and engineering
companies and by the resignation of several senior financial officers who left Exelon to pursue opportunities at other companies, as well as the leadership being demonstrated by the ComEd and PECO CEOs in the face of significant challenges. These
base salary adjustments were effective as of August 1, 2008. In addition, Mr. Crane received a further increase in pay effective as of September 23, 2008, in connection with his promotion to President and Chief Operating Officer of
Exelon and President of Generation. The amounts of base pay, percentages of increase, and effective dates of base salary increases are set forth in the following table.



Exelon, Generation and PECO



|          |  |             |           |                  |      |   |                |          
|--------- |  | ----------- | --------- | ---------------- | ---- | - | -------------- | ---------
|Name      |  | Base Salary |           | Percent Increase |      |   | Effective Date
|Rowe      |  | $           | 1,430,000 |                  | 4.0  | % |                | 3/1/2008 
|OBrien   |  |             | 520,000   |                  | 8.3  | % |                | 8/1/2008 
|Hilzinger |  |             | 380,000   |                  | 15.9 | % |                | 1/29/2008
|Hilzinger |  |             | 425,000   |                  | 11.8 | % |                | 8/1/2008 
|Barnett   |  |             | 300,000   |                  | 4.9  | % |                | 3/1/2008 
|Crane     |  |             | 700,000   |                  | 16.7 | % |                | 8/1/2008 
|Crane     |  |             | 800,000   |                  | 14.3 | % |                | 9/23/2008
|McLean    |  |             | 570,000   |                  | 21.3 | % |                | 1/29/2008
|McLean    |  |             | 625,000   |                  | 9.6  | % |                | 8/1/2008 
|Clark     |  |             | 550,000   |                  | 7.8  | % |                | 8/1/2008 
|Moler     |  |             | 470,000   |                  | 4.0  | % |                | 3/1/2008 
|Pardee    |  |             | 550,000   |                  | 15.8 | % |                | 8/1/2008 
|Bonney    |  |             | 274,931   |                  | 3.75 | % |                | 3/1/2008 
|Galvanoni |  |             | 208,000   |                  | 4.0  | % |                | 3/1/2008 



11



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|            |  |            |         |                 |     |   |               |         
|----------- |  | ---------- | ------- | --------------- | --- | - | ------------- | --------
|ComEd       |  |            |         |                 |     |   |               |         
|            |  |            |        
|Name        |  | BaseSalary |         | PercentIncrease |     |   | EffectiveDate
|Clark       |  | $          | 550,000 |                 | 7.8 | % |               | 8/1/2008
|McDonald    |  |            | 326,000 |                 | 4.2 | % |               | 3/1/2008
|Hooker      |  |            | 300,000 |                 | 7.1 | % |               | 3/1/2008
|Pramaggiore |  |            | 338,000 |                 | 4.0 | % |               | 3/1/2008



How 2008 annual incentives were determined



For 2008, the annual incentive payments to Mr. Rowe and each
of nine other senior executives were funded by a notional incentive pool established by the Exelon compensation committee under the Annual Incentive Plan for Senior Executives, a shareholder-approved plan, which is intended to comply with
Section 162(m). The incentive pool was funded with 1.5% of Exelons 2008 operating income, the same percentage used in 2007 and 2006, but was not fully distributed to participants because the committee decided on substantially lesser
awards.



Annual incentive payments for 2008 to Messrs. Rowe,
OBrien, Crane, McLean, Clark, Pardee, and Mitchell and Ms. Moler, were made from the portion of the incentive pool available to fund awards for each of them based on the companys operating earnings per share, adjusted for
non-operating charges and other one-time, unusual and non-recurring items.



For executives with general corporate responsibilities, the goal was adjusted (non-GAAP) operating earnings per share so that they would focus their efforts on overall corporate performance. The earnings per share goal ranges were set to be
like the forecast earnings ranges, with the annual incentive plan target slightly higher than the financial plan target. This goal was thought to be a stretch, but attainable. In accordance with the design of the annual incentive program, the
compensation committee reviewed 2008 earnings and decided not to include the effects of significant one-time charges or credits that are not normally associated with ongoing operations and mark-to-market adjustments from economic hedging activities
in adjusting earnings for purposes of making awards under the annual incentive plan. The adjusted earnings are consistent with the adjusted (non-GAAP) operating earnings that Exelon reports in its quarterly earnings releases. For 2008, the
adjustments included:



| |  |  | the cost of Illinois rate relief associated with the legislative settlement and a settlement with the City of Chicago,
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | unrealized gains and losses on mark-to-market adjustments,
| | - |  | ----------------------------------------------------------



| |  |  | a reduction in estimated decommissioning costs, and
| | - |  | ---------------------------------------------------



| |  |  | the positive effect of adjustments relating to sales of businesses.
| | - |  | -------------------------------------------------------------------



2008 annual incentive payments for other NEOs with specific business unit responsibilities were based upon a combination of adjusted (non-GAAP) operating
earnings per share (so that they would focus on overall corporate performance) and business unit financial and/or operating measures, depending on the nature of their responsibilities (so they would focus on the performance of their business unit).
Under the terms of the plan, the business unit financial measures are adjusted from GAAP measures. For ComEd executive officers, adjusted (non-GAAP) operating earnings of Exelon were not a goal, consistent with the continuing efforts to recognize
ComEds independence as described above. ComEds goals included other financial and operational goals. The ComEd net income goals were reduced from 50% in 2007 to 25% for 2008 and their reliability, safety and customer satisfaction goals
were increased from 25% in 2007 to 50% in 2008 so that their goals would be more similar to the goals for other ComEd employees. The following table summarizes the goals and weights applicable to the NEOs for 2008:



12



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Exelon, Generation and PECO



|          |  |                                   |   |  |                             |   |  |                       |   |  |                                       |   |  |                       |   |  |                      |   |  |                                                      |   |  |                                  |  
|--------- |  | --------------------------------- | - |  | --------------------------- | - |  | --------------------- | - |  | ------------------------------------- | - |  | --------------------- | - |  | -------------------- | - |  | ---------------------------------------------------- | - |  | -------------------------------- | -
|Name      |  | AdjustedOperatingEarningsPerShare |   |  | AdjustedGenerationNetIncome |   |  | AdjustedPECONetIncome |   |  | ExelonNuclearFleet-WideCapacityFactor |   |  | AdjustedPECOTotalCost |   |  | AdjustedBSCTotalCost |   |  | PECOReliability,Safety &CustomerSatisfactionMeasures |   |  | FinanceOperatingExpensevs.Budget |  
|Rowe      |  | 100                               | % |  | 0                           | % |  | 0                     | % |  | 0                                     | % |  | 0                     | % |  | 0                    | % |  | 0                                                    | % |  | 0                                | %
|OBrien   |  | 50                                | % |  | 0                           | % |  | 25                    | % |  | 0                                     | % |  | 0                     | % |  | 0                    | % |  | 25                                                   | % |  | 0                                | %
|Hilzinger |  | 75                                | % |  | 0                           | % |  | 0                     | % |  | 0                                     | % |  | 0                     | % |  | 25                   | % |  | 0                                                    | % |  | 0                                | %
|Barnett   |  | 25                                | % |  | 0                           | % |  | 25                    | % |  | 0                                     | % |  | 25                    | % |  | 0                    | % |  | 25                                                   | % |  | 0                                | %
|Crane     |  | 75                                | % |  | 25                          | % |  | 0                     | % |  | 0                                     | % |  | 0                     | % |  | 0                    | % |  | 0                                                    | % |  | 0                                | %
|McLean    |  | 100                               | % |  | 0                           | % |  | 0                     | % |  | 0                                     | % |  | 0                     | % |  | 0                    | % |  | 0                                                    | % |  | 0                                | %
|Moler     |  | 100                               | % |  | 0                           | % |  | 0                     | % |  | 0                                     | % |  | 0                     | % |  | 0                    | % |  | 0                                                    | % |  | 0                                | %
|Pardee    |  | 50                                | % |  | 25                          | % |  | 0                     | % |  | 25                                    | % |  | 0                     | % |  | 0                    | % |  | 0                                                    | % |  | 0                                | %
|Adams     |  | 25                                | % |  | 0                           | % |  | 25                    | % |  | 0                                     | % |  | 25                    | % |  | 0                    | % |  | 25                                                   | % |  | 0                                | %
|Bonney    |  | 25                                | % |  | 0                           | % |  | 25                    | % |  | 0                                     | % |  | 25                    | % |  | 0                    | % |  | 25                                                   | % |  | 0                                | %
|Galvanoni |  | 50                                | % |  | 0                           | % |  | 0                     | % |  | 0                                     | % |  | 0                     | % |  | 25                   | % |  | 0                                                    | % |  | 25                               | %



|(1) | Mr. Clarks goals are shown below in the table for ComEd.
|--- | ---------------------------------------------------------



ComEd



|            |  |                        |   |  |                        |   |  |                                                       |  
|----------- |  | ---------------------- | - |  | ---------------------- | - |  | ----------------------------------------------------- | -
|Name        |  | AdjustedComEdNetIncome |   |  | AdjustedComEdTotalCost |   |  | ComEdReliability,Safety &CustomerSatisfactionMeasures |  
|Clark       |  | 25                     | % |  | 25                     | % |  | 50                                                    | %
|McDonald    |  | 25                     | % |  | 25                     | % |  | 50                                                    | %
|Mitchell    |  | 25                     | % |  | 25                     | % |  | 50                                                    | %
|Hooker      |  | 25                     | % |  | 25                     | % |  | 50                                                    | %
|Pramaggiore |  | 25                     | % |  | 25                     | % |  | 50                                                    | %



The following table describes the performance
scale and result for the 2008 goals:



13



---

Exelon, Generation, and PECO



|                                                                                                                                               |  |           |       |        |   |               |  |             |       |                                |   |         |  |        
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----- | ------ | - | ------------- |  | ----------- | ----- | ------------------------------ | - | ------- |  | -------
|2008 Goals                                                                                                                                     |  | Threshold |       | Target |   | Distinguished |  | 2008Results |       | Payout as aPercentageof Target
|Adjusted (non-GAAP) Operating Earnings Per Share (EPS)                                                                                         |  | $         | 3.65  |        | $ | 4.15          |  | $           | 4.45  |                                | $ | 4.20    |  | 116.67%
|Adjusted Generation Net Income ($M)                                                                                                            |  | $         | 2,006 |        | $ | 2,156         |  | $           | 2,256 |                                | $ | 2,291.9 |  | 200.00%
|Adjusted PECO Net Income ($M)                                                                                                                  |  | $         | 350   |        | $ | 381           |  | $           | 405   |                                | $ | 321.35  |  | 0.00%  
|Exelon Nuclear Fleet-Wide Capacity Factor                                                                                                      |  |           | 91.1% |        |   | 93.1%         |  |             | 94.3% |                                |   | 93.9%   |  | 166.67%
|Adjusted PECO Total Cost ($M)                                                                                                                  |  | $         | 883   |        | $ | 835           |  | $           | 802   |                                | $ | 795.86  |  | 200.00%
|Adjusted BSC Total Cost ($M)                                                                                                                   |  | $         | 638.1 |        | $ | 607.7         |  | $           | 589.5 |                                | $ | 580.83  |  | 200.00%
|PECO Reliability Measure - Customer Average Interruption Duration Index (CAIDI) (minutes per outage)                                           |  |           | 134   |        |   | 107           |  |             | 100   |                                |   | 126     |  | 64.81% 
|PECO Reliability Measure - System Average Interruption Frequency Index (SAIFI) (outages per customer)                                          |  |           | 1.22  |        |   | 1.01          |  |             | 0.95  |                                |   | 1.03    |  | 95.24% 
|PECO Reliability Measure - Gas All-In Corrective Maintenance Backlog (year-end number of tasks)                                                |  |           | 540   |        |   | 500           |  |             | 475   |                                |   | 437     |  | 200.00%
|PECO Safety Measure - Occupational Safety and Health Administration (OSHA) Recordable Rate                                                     |  |           | 1.78  |        |   | 1.05          |  |             | 0.88  |                                |   | 0.96    |  | 152.94%
|PECO Customer Satisfaction (weighted combined score of residential, small commercial & industrial and large commercial & industrial
customers) |  |           | 69    |        |   | 72            |  |             | 75    |                                |   | 72.10   |  | 103.33%
|Finance Operating Expense vs. Budget ($M)                                                                                                      |  | $         | 145.8 |        | $ | 138.9         |  | $           | 134.7 |                                | $ | 137.09  |  | 143.43%



ComEd



|                                                                                                                                                |  |           |       |        |   |               |  |             |       |                                |   |          |  |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----- | ------ | - | ------------- |  | ----------- | ----- | ------------------------------ | - | -------- |  | ------ | -
|2008 Goals                                                                                                                                      |  | Threshold |       | Target |   | Distinguished |  | 2008Results |       | Payout as aPercentageof Target |  
|Adjusted ComEd Net Income ($M)                                                                                                                  |  | $         | 220   |        | $ | 237           |  | $           | 260   |                                | $ | 241.82   |  | 121.53 | %
|Adjusted ComEd Total Cost ($M)                                                                                                                  |  | $         | 1,681 |        | $ | 1,601         |  | $           | 1,552 |                                | $ | 1,602.38 |  | 98.83  | %
|ComEd Reliability Measure - CAIDI (minutes per outage)                                                                                          |  |           | 114   |        |   | 95            |  |             | 87    |                                |   | 116      |  | 0.00   | %
|ComEd Reliability Measure - SAIFI (outages per customer)                                                                                        |  |           | 1.35  |        |   | 1.21          |  |             | 1.17  |                                |   | 1.13     |  | 200.00 | %
|ComEd Safety Measure - OSHA Recordable Rate                                                                                                     |  |           | 1.54  |        |   | 1.21          |  |             | 1.15  |                                |   | 1.10     |  | 200.00 | %
|ComEd Customer Satisfaction (weighted combined score of residential, small commercial & industrial and large commercial & industrial
customers) |  |           | 75    |        |   | 77            |  |             | 79    |                                |   | 79.20    |  | 200.00 | %



In making annual incentive
awards, the compensation committee has the discretion to reduce or not pay awards even if the targets are met.



The 2008 annual incentive program included the following shareholder protection features (SPF):



| |  |  | If target earnings per share are not achieved, then operating company/business unit key performance indicator payments are limited to actual performance, not to exceed 100%
of the target payout
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If earnings per share are greater than or equal to target, but less than 150% of target, then the operating company/business unit key performance indicator payments are
limited to 150% of target payout
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If earnings per share are greater than or equal to 150% of target, operating company/business unit key performance indicators are based on actual performance.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



14



---

As a result of 2008 earnings being at 116.67% of target, the operating company/business unit key performance
indicators were limited to actual performance, not to exceed 150% of target. The effect of these SPF reductions is shown in the table below.



With respect to the NEOs in the table below, individual performance multipliers (IPM) other than 100% were approved and recommended by the compensation committee
based upon assessments of NEO performance and input from the CEO. Under the terms of the Annual Incentive Program, the individual performance multiplier is used to adjust awards from minus 50% to plus 10% subject to the maximum 200% of target
opportunity and the amounts available under the incentive pool. Increases in IPM shown below reflect exceptional performance; reductions in IPM reflect additional accountability for bad debt performance at PECO. The ACSI Proxy goal, which had been
used in 2007 and prior years to either limit or increase AIP awards, was not a part of the 2008 AIP. Instead, customer satisfaction was a KPI under the PECO funding goal structure and a part of the customer satisfaction index funding KPI under the
ComEd objectives.



The compensation committee noted that the zero payout
under PECO net income results reflects accountability for bad debt performance in 2008, and adjusted Mr. OBriens award to be consistent with the other PECO NEOs. The compensation committee also took into account the result in the
ComEd rate case, which was viewed as favorable even though ComEd did not receive as much of a rate increase as it had requested. Accordingly, the compensation committee provided relief to the ComEd NEOs on their operating net income goal for the
asset write-off resulting from the rate case. Based on the performance against the goals shown in the tables above, and taking into account the reductions resulting from the shareholder protection features and the adjustments discussed above, the
compensation committee recommended and the Exelon or the ComEd board of directors, as the case may be (or in the case of Mr. Rowe, the independent directors) approved the following awards for the NEOs:



|                           |  |                                 |   |  |                   |           |                |   |         |                                           |  |       |                             |  |       |           |  |                              |   |  |   |          
|-------------------------- |  | ------------------------------- | - |  | ----------------- | --------- | -------------- | - | ------- | ----------------------------------------- |  | ----- | --------------------------- |  | ----- | --------- |  | ---------------------------- | - |  | - | ---------
|Exelon,Generation,and PECO |  | Payout as a %of Target(pre-SPF) |   |  | Payout $(pre-SPF) |           | SPFReduction $ |   |         | Payout as a %of Target(post-SPF &pre-IPM) |  |       | Payout $(post-SPF &pre-IPM) |  | IPM % |           |  | Payout $(post-SPF &post-IPM)
|Rowe                       |  | 116.7                           | % |  | $                 | 1,835,166 |                | $ | 0       |                                           |  | 116.7 | %                           |  | $     | 1,835,166 |  | 100                          | % |  | $ | 1,835,166
|OBrien                    |  | 110.0                           |   |  |                   | 428,934   |                |   | 0       |                                           |  | 110.0 |                             |  |       | 428,934   |  | 100                          |   |  |   | 428,934  
|Hilzinger                  |  | 137.5                           |   |  |                   | 350,625   |                |   | (31,875 | )                                         |  | 125.0 |                             |  |       | 318,750   |  | 100                          |   |  |   | 318,750  
|Barnett                    |  | 110.0                           |   |  |                   | 164,975   |                |   | 0       |                                           |  | 110.0 |                             |  |       | 164,975   |  | 90                           |   |  |   | 148,477  
|Crane                      |  | 137.5                           |   |  |                   | 825,000   |                |   | (75,000 | )                                         |  | 125.0 |                             |  |       | 750,000   |  | 100                          |   |  |   | 750,000  
|McLean                     |  | 116.7                           |   |  |                   | 510,416   |                |   | 0       |                                           |  | 116.7 |                             |  |       | 510,416   |  | 100                          |   |  |   | 510,416  
|Moler                      |  | 116.7                           |   |  |                   | 329,000   |                |   | 0       |                                           |  | 116.7 |                             |  |       | 329,000   |  | 100                          |   |  |   | 329,000  
|Pardee                     |  | 150.0                           |   |  |                   | 495,000   |                |   | (55,000 | )                                         |  | 133.3 |                             |  |       | 440,000   |  | 110                          |   |  |   | 484,000  
|Adams                      |  | 110.0                           |   |  |                   | 175,973   |                |   | 0       |                                           |  | 110.0 |                             |  |       | 175,973   |  | 100                          |   |  |   | 175,973  
|Bonney                     |  | 110.0                           |   |  |                   | 120,951   |                |   | 0       |                                           |  | 110.0 |                             |  |       | 120,951   |  | 100                          |   |  |   | 120,951  
|Galvanoni                  |  | 144.2                           |   |  |                   | 104,972   |                |   | (7,905  | )                                         |  | 133.3 |                             |  |       | 97,067    |  | 95                           |   |  |   | 92,213   



|(1) | Mr. Clarks award is shown below in the table for ComEd.
|--- | --------------------------------------------------------



|            |  |                                 |   |  |                   |         |       |     |   |                    |   |        
|----------- |  | ------------------------------- | - |  | ----------------- | ------- | ----- | --- | - | ------------------ | - | -------
|ComEd       |  | Payout as a %of Target(pre-IPM) |   |  | Payout $(pre-IPM) |         | IPM % |     |   | Payout $(post-IPM)
|Clark       |  | 120.1                           | % |  | $                 | 495,371 |       | 100 | % |                    | $ | 495,371
|McDonald    |  | 120.1                           |   |  |                   | 195,747 |       | 100 |   |                    |   | 195,747
|Mitchell    |  | 120.1                           |   |  |                   | 331,448 |       | 100 |   |                    |   | 331,448
|Hooker      |  | 120.1                           |   |  |                   | 180,135 |       | 105 |   |                    |   | 189,142
|Pramaggiore |  | 120.1                           |   |  |                   | 202,952 |       | 110 |   |                    |   | 223,247



15



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How long-term incentives were determined



The compensation committee reviewed the amount of long-term compensation paid in the peer group for positions comparable to the
positions held by the NEOs and then applied a ratio of stock options to performance shares in order to determine the target long-term equity incentives for each NEO, using Black-Scholes valuation for stock options and a 90 day weighted-average price
for the preceding quarter to value performance shares. Stock option grants for 2008 were all at the targeted amounts. The actual amounts of performance shares awarded to the NEOs depended on the extent to which the performance measures were
achieved.



Stock option awards



The company granted non-qualified stock options to the Exelon Corporation senior
officers, including the NEOs, but excluding the ComEd NEOs, on January 28, 2008. These options were awarded at an exercise price of $73.29, which was the closing price on the January 28, 2008 grant date. The stock option awards were all at
target levels. The size of the awards granted in 2008 was smaller than in 2007, reflecting the increase in the price of Exelons stock on the grant date in 2008 as compared to the price on the grant date in 2007.



Exelon performance share unit awards



The 2008 Long-Term Performance Share Unit Award Program was based on two measures,
Exelons three-year Total Shareholder Return (TSR), compounded monthly, as compared to the TSR for the companies listed in the Dow Jones Utility Index (60% of the award), and Exelons three-year TSR, as compared to the companies in the
Standard and Poors 500 Index (40% of the award). This structure was consistent with the structure used in the 2007 program.



Payouts are determined based on the following scale: the threshold TSR Position Ranking, for a 50% of target
payout, was the 25thpercentile; the target, for a 100% payout, was 50thpercentile;
and distinguished, for a 200% payout, was the 75thpercentile, with payouts interpolated for performance falling between the threshold, target, and distinguished
levels.



Exelon exceeded target performance levels with respect to both
TSR measures. For the performance period of January 1, 2006 through December 31, 2008, Exelons relative ranking of TSR as compared to the Dow Jones Utility Index was at the distinguished level (75 percentile ranking or 200% of target
payout). For the same time period, the companys relative ranking of TSR in the S&P 500 Index was at the distinguished level (85.6 percentile ranking or 200% of target payout). Overall performance against both measures combined resulted in
a payout to participants for 2008 that represented 200% of each participants target opportunity.



The amount of each NEOs target opportunity was based on the portion of the long-term incentive value for each NEO attributable to performance share units
(75%) and the weighted average Exelon stock price for the fourth quarter of 2007.



16



---

Based on the formula, 2008 Performance Share Unit Awards for NEOs were as set forth in the following table. The
first third of the awarded performance shares vests upon the award date, with the remaining thirds vesting on the date of the compensation committees January meeting in the next two years.



|                             |  |         |  |         |           |                    |                     
|---------------------------- |  | ------- |  | ------- | --------- | ------------------ | --------------------
|Exelon, Generation, and PECO |  | Shares  |  | Value * |           | Form of Payment **
|Rowe                         |  | 104,000 |  | $       | 5,877,040 |                    | 100% Cash           
|OBrien                      |  | 20,800  |  |         | 1,175,408 |                    | 100% Cash           
|Hilzinger                    |  | 10,000  |  |         | 565,100   |                    | 50% Cash / 50% Stock
|Barnett                      |  | 6,400   |  |         | 361,664   |                    | 50% Cash / 50% Stock
|Crane                        |  | 26,220  |  |         | 1,481,692 |                    | 100% Cash           
|McLean                       |  | 24,800  |  |         | 1,401,448 |                    | 100% Cash           
|Moler                        |  | 20,800  |  |         | 1,175,408 |                    | 100% Cash           
|Pardee                       |  | 16,800  |  |         | 949,368   |                    | 50% Cash / 50% Stock
|Adams                        |  | 8,000   |  |         | 452,080   |                    | 50% Cash / 50% Stock
|Bonney                       |  | 5,600   |  |         | 316,456   |                    | 50% Cash / 50% Stock
|Galvanoni                    |  | 2,800   |  |         | 158,228   |                    | 50% Cash / 50% Stock



|* | Based on the Exelon closing stock price of $56.51 on January 26, 2009.
|- | ----------------------------------------------------------------------

|** | Form of payment based on stock ownership level. Stock payment means amounts paid in shares of Exelon common stock. Refer to the Stock Ownership Guidelines section in Item 12 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The figures in this column are not the same as the figures reported in column E of the Summary Compensation Tables because of the effect of the vesting
requirement.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2007-2009 ComEd Long-Term Incentive Program



In 2007 the compensation committee recommended, and the ComEd board
adopted, a long-term incentive program designed to align the incentive compensation program with ComEds status as a fully regulated operating company. Accordingly, the program pays out in cash; there is no Exelon equity component to the
program. The program for the 2007-2009 performance period is based on ComEds executives ability to avoid adverse legislation and maintain competitive power procurement with cost pass through as well as make appropriate progress in
ComEds 2007-2011 business plan. The measures are qualitative and quantitative and encompass financial (one-third), operational (one-third), and regulatory and legislative (one-third) goals for the three-year target. There is a subjective
element to payouts under the program. Financial goals for the performance cycle are that by year-end 2009, ComEds 2010 budget should reflect financial stability as evidenced by financial measures such as an industry median, adjusted (non-GAAP)
operating return on equity, with the milestone for year-end 2008 being an adjusted (non-GAAP, e.g., excluding goodwill) return on equity at 6% with 56% debt; the threshold for this milestone is 5.6%, with distinguished at 6.6%. Operational goals are
measured by ComEd CAIDI and ComEd SAIFI. The performance cycle goals are to achieve second quartile (or the level agreed to with the Illinois Commerce Commission) with targets of 1.15 and 92, respectively. The 2008 milestone is SAIFI of 1.21, with
threshold at 1.35 and distinguished at 1.17, and CAIDI at 95, with threshold at 114 and distinguished at 87. The regulatory/legislative goals for the performance cycle are measured by ratemaking, preservation of the power procurement process, and
avoidance of harmful legislation. The goals for the performance cycle are supporting the current delivery service tariff rate case; preparing for the next rate case using a future test year as base, if feasible; developing contingency plans for
potential 2008 rate case outcomes; supporting the transmission rate case update; implementing a new horizontal RFP procurement process; working with the IPA and stakeholders to obtain ICC approval of the 2009-2010 procurement plan; developing and
supporting retail competition initiatives; implementing energy efficiency and demand response plans; and avoiding adverse legislation that would significantly impact the business.





17



---

For the performance period of January 1, 2008 through December 31, 2008, ComEd achieved below threshold
performance relative to CAIDI (outage duration) and distinguished performance relative to SAIFI (outage frequency). For the same time period, ComEd achieved a below threshold level of performance relative to 2008 operating return on equity. However,
the result in the ComEd rate case was viewed as favorable even though ComEd did not receive as much of a rate increase as it had requested. Excluding the rate case asset write-offs, ComEd would have achieved target performance on the financial goal.
Taking into consideration the favorable result in the rate case and heavy storm recovery costs, the Committee considered performance on the financial goal to have been at target. ComEd also achieved a distinguished level of performance relative to
its regulatory and legislative goals. Based on their evaluation of this performance, the compensation committee recommended and the ComEd board approved payouts to participants for 2008 that represented 150% of each participants target
opportunity.



Based on the formula, 2008 ComEd Long-Term Incentive Awards
for NEOs were as set forth in the following table. The first third of the award vests upon the award date, with the remaining thirds vesting on the date of the compensation committees January meeting in the next two years.



|            |  |         |           |                   |          
|----------- |  | ------- | --------- | ----------------- | ---------
|ComEd       |  | Value * |           | Form ofPayment **
|Clark       |  | $       | 1,554,000 |                   | 100% Cash
|McDonald    |  |         | 594,000   |                   | 100% Cash
|Mitchell    |  |         | 1,071,000 |                   | 100% Cash
|Hooker      |  |         | 477,000   |                   | 100% Cash
|Pramaggiore |  |         | 594,000   |                   | 100% Cash



|* | Based on 150% of target opportunity.
|- | ------------------------------------

|** | Form of payment is 100% cash. The figures in this column are not the same as the figures reported in column E of the Summary Compensation Tables because of the effect of the vesting
requirement.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Retention Awards



In July 2008, the compensation committee recommended, and the Exelon board approved,
retention awards of restricted stock units for certain officers. These awards were based on the same considerations that led to the approval of base salary increases effective on August 1, 2008 that were discussed above. The compensation
committee recommended restricted stock unit awards to certain ComEd executive officers at the same time, however the ComEd board decided to offer retention agreements with cash payments designed to offer the same value as the recommended restricted
stock awards. These restricted stock units will be settled in shares. The NEOs who received such awards and the number of restricted stock units (or, in the case of the ComEd NEOs, the value of the retention agreements) is set forth below:



|                             |  |        |  |                   
|---------------------------- |  | ------ |  | ------------------
|Exelon, Generation, and PECO |  | Shares |  | Vesting           
|Hilzinger                    |  | 5,000  |  | 100% after 5 years
|Crane                        |  | 15,000 |  | 100% after 5 years
|McLean                       |  | 10,000 |  | 50% after 3 years 
|                             |  |        |  | 50% after 5 years 
|Pardee                       |  | 10,000 |  | 100% after 5 years
|Adams                        |  | 4,000  |  | 100% after 5 years



|         |  |         |         |         |                   
|-------- |  | ------- | ------- | ------- | ------------------
|ComEd    |  | Value * |         | Vesting
|McDonald |  | $       | 400,000 |         | 100% after 4 years



Tax Consequences



Under Section 162(m) of the Code, executive compensation in excess of
$1 million paid to a CEO or other person among the four other highest compensated officers is generally not deductible for



18



---

purposes of corporate Federal income taxes. However, qualified performance-based compensation, within the meaning of Section 162(m) and applicable regulations,
remains deductible. The compensation committee intends to continue reliance on performance-based compensation programs, consistent with sound executive compensation policy. The compensation committees policy has been to seek to cause executive
incentive compensation to qualify as performance-based in order to preserve its deductibility for Federal income tax purposes to the extent possible, without sacrificing flexibility in designing appropriate compensation programs.



Because it is not qualified performance-based compensation
within the meaning of Section 162(m), base salary is not eligible for a Federal income tax deduction to the extent that it exceeds $1 million. Accordingly, Exelon is unable to deduct that portion of Mr. Rowes base salary in excess of
$1 million. Annual incentive awards and performance share units payable to NEOs are intended to be qualified performance-based compensation under Section 162(m), and are therefore deductible for Federal income tax purposes. However, because of
the element of compensation committee and ComEd board of directors discretion in the 2007-2009 ComEd Long-Term Incentive Program, payments under that program are not eligible for Federal income tax deduction to the extent that, combined with an
individuals base salary, payments exceed $1 million. Restricted stock and restricted stock units are not deductible by the company for Federal income tax purposes under the provisions of Section 162(m) if NEOs compensation that is
not qualified performance-based compensation is in excess of $1 million.



Under Section 4999 of the Internal Revenue Code, there is a steep excise tax if change in control or severance benefits are greater than 2.99 times the five-year average amount of income reported on an individuals
W-2. This provision can have an arbitrary effect, due to the uneven effect of such items as relocation reimbursements and stock option exercises. In addition, the excise tax is imposed if compensation is only $1 greater than the threshold.
Accordingly, Exelon has a policy of providing excise tax gross-ups, and avoiding gross-ups by reducing payments to under the threshold if the amount otherwise payable to an executive is not more than 110% of the threshold. In December 2007 the
compensation committee reviewed this policy and concluded that it was reasonable.



Conclusion



The compensation committee is confident that
Exelons compensation programs are performance-based and consistent with sound executive compensation policy. They are designed to attract, retain and reward outstanding executives and to motivate and reward senior management for achieving high
levels of business performance, customer satisfaction and outstanding financial results that build shareholder value.



Compensation Committee Report



The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and,
based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the 2008 Annual Report on Form 10-K and the 2009 Proxy Statement.



February 6, 2009



The Compensation Committee

Rosemarie B. Greco, Chair

John A. Canning, Jr.

M. Walter DAlessio

William C. Richardson

Stephen D. Steinour



19



---

Summary Compensation Table



The tables below summarize the total compensation paid or earned by each of the NEOs of Exelon, Generation, PECO (shown in one table because of the overlap in their
named executive officers) and ComEd for the year ended December 31, 2008.



Salary amounts may not match the amounts discussed in Compensation Discussion and Analysis because that discussion concerns salary rates; the amounts reported in the Summary Compensation Tables reflect actual amounts paid during the year
including the effect of changes in salary rates. Changes to base salary generally take effect on March 1, and there may also be changes at other times during the year to reflect promotions or changes in responsibilities.



Bonus reflects discretionary bonuses or amounts paid under the annual incentive plan on
the basis of the individual performance multiplier approved by the compensation committee and the board of directors or, in the case of Mr. Rowe, approved by the independent directors.



Stock awards and option awards show the dollar amount calculated in accordance with
SFAS No.123-R and recognized in the companys financial statements for the full year 2008 for all outstanding equity awards made to NEOs in prior years as well as the grants of any awards made during 2008. In accordance with SFAS No.123-R, if
the NEO is retirement eligible, the full value of any outstanding awards will be recognized in the year of grant for financial statement purposes, even though the NEO will still receive the award subject to the original vesting schedule.



Stock awards consist primarily of performance share awards. All performance share
units are made pursuant to the terms of the 2006 Long-Term Incentive Plan based upon the achievement of goals, as described above. The threshold, target and distinguished goals for performance share unit awards are established on the grant date. The
actual performance against the goals and the number of performance share units awarded are established on the award date. Upon retirement or involuntary termination without cause, earned but non-vested shares are eligible for accelerated vesting.
The form of payment provides for payment in Exelon common stock to executives with lower levels of stock ownership, with increasing portions of the payments being made in cash as executives stock ownership levels increase in excess of the
ownership guidelines. If an executive achieves 125% or more of the applicable ownership target, performance shares will be paid half in cash and half in stock. If executive vice presidents and above achieve 200% or more of their applicable stock
ownership target, their performance shares will be paid entirely in cash. Stock awards may also include restricted stock or stock unit awards. When awarded, restricted stock or stock units are earned by continuing employment for a pre-determined
period of time or, in some instances, after certain performance requirements are met. In some cases, the award may vest ratably over a period; in other cases, it vests in full at one or more pre-determined dates. Amounts of restricted shares held by
each NEO, if any, are shown in the footnotes to the Outstanding Equity Table.



All option awards are made pursuant to the terms of the 2006 Long-Term Incentive Plan and are for the purchase of Exelon common stock. All options are granted at a strike price that is not less than the fair market value of a share of stock
on the date of grant. Fair market value is defined under the plans as the closing price on the grant date as reported on the New York Stock Exchange. Options vest in equal annual installments over a four-year period and have a term of ten
years. Employees who are retirement eligible are eligible for accelerated vesting upon retirement or termination without cause.



Non-equity incentive plan compensation includes the amounts earned under the annual incentive plan by the extent to which the applicable financial and operational
goals were achieved. The annual incentive plan for 2008 is described in Compensation Discussion and Analysis above.



20



---

Exelon, Generation and PECO



Summary Compensation Table



|                               |      |         |  |              |           |                        |         |   |                               |            |            |                               |  |                                                        |           |                                                                             |           |                                          |  |             |         |  |         |         |  |            |            |  
|------------------------------ | ---- | ------- |  | ------------ | --------- | ---------------------- | ------- | - | ----------------------------- | ---------- | ---------- | ----------------------------- |  | ------------------------------------------------------ | --------- | --------------------------------------------------------------------------- | --------- | ---------------------------------------- |  | ----------- | ------- |  | ------- | ------- |  | ---------- | ---------- | -
|Name andPrincipal Position (A) |      | Year(B) |  | Salary($)(C) |           | Bonus($)See Note 19(D) |         |   | StockAwards ($)See Note 20(E) |            |            | OptionAwards($)See Note 21(F) |  | Non-EquityIncentive PlanCompensation($) See Note 22(G) |           | PensionValue andNonqualifiedDeferredCompen-sationEarnings($) See Note 23(H) |           | All OtherCompen-sation ($)See Note 24(I) |  | Total($)(J) |        
|Rowe(1)                        |      | 2008    |  | $            | 1,474,423 |                        |        |   |                               | $          | 2,068,010  |                               |  | $                                                      | 2,455,433 |                                                                             | $         | 1,835,166                                |  | $           | 830,272 |  | $       | 400,192 |  | $          | 9,063,496  |  
|                               | 2007 |         |  | 1,361,154    |           |                       |         |   |                               | 12,728,849 |            |                               |  | 2,798,893                                              |           |                                                                             | 1,680,249 |                                          |  | 504,385     |         |  | 418,026 |         |  | 19,491,556 |           
|                               | 2006 |         |  | 1,291,918    |           | 168,345                |         |   |                               | 10,527,089 |            |                               |  | 1,324,393                                              |           |                                                                             | 1,683,455 |                                          |  | 856,413     |         |  | 575,455 |         |  | 16,427,068 |           
|                               |      |         |  |              |           |                        |         |   |                              
|OBrien(2)                     |      | 2008    |  |              | 495,538   |                        |        |   |                               |            | 1,049,732  |                               |  |                                                        | 367,184   |                                                                             |           | 428,934                                  |  |             | 105,978 |  |         | 175,687 |  |            | 2,623,053  |  
|                               | 2007 |         |  | 450,154      |           |                       |         |   |                               | 1,283,926  |            |                               |  | 236,185                                                |           |                                                                             | 468,642   |                                          |  | 99,320      |         |  | 96,339  |         |  | 2,634,566  |           
|                               | 2006 |         |  | 395,959      |           | 20,786                 |         |   |                               | 1,063,147  |            |                               |  | 201,293                                                |           |                                                                             | 207,868   |                                          |  | 118,966     |         |  | 91,324  |         |  | 2,099,343  |           
|                               |      |         |  |              |           |                        |         |   |                              
|Hilzinger(3)                   |      | 2008    |  |              | 408,627   |                        |        |   |                               |            | 556,237    |                               |  |                                                        | 141,429   |                                                                             |           | 318,750                                  |  |             | 57,492  |  |         | 143,916 |  |            | 1,626,451  |  
|                               |      |         |  |              |           |                        |         |   |                              
|Barnett(4)                     |      | 2008    |  |              | 297,308   |                        | (16,498 | ) |                               |            | 353,882    |                               |  |                                                        | 106,884   |                                                                             |           | 148,477                                  |  |             | 35,808  |  |         | 561,590 |  |            | 1,487,451  |  
|                               |      | 2007    |  |              | 283,969   |                        | 50,000  |   |                               |            | 552,877    |                               |  |                                                        | 99,003    |                                                                             |           | 221,075                                  |  |             | 33,065  |  |         | 80,037  |  |            | 1,320,026  |  
|                               |      |         |  |              |           |                        |         |   |                              
|Young(5)                       |      | 2008    |  |              | 60,750    |                        |        |   |                               |            | (1,282,781 | )                             |  |                                                        |          |                                                                             |           |                                         |  |             | 9,819   |  |         | 18,089  |  |            | (1,194,123 | )
|                               |      | 2007    |  |              | 578,538   |                        |        |   |                               |            | 2,787,570  |                               |  |                                                        | 383,148   |                                                                             |           | 562,960                                  |  |             | 74,623  |  |         | 125,378 |  |            | 4,512,217  |  
|                               |      | 2006    |  |              | 546,767   |                        |        |   |                               |            | 2,174,945  |                               |  |                                                        | 310,360   |                                                                             |           | 498,575                                  |  |             | 77,622  |  |         | 158,808 |  |            | 3,767,077  |  
|                               |      |         |  |              |           |                        |         |   |                              
|Crane(6)                       |      | 2008    |  |              | 694,230   |                        |        |   |                               |            | 2,519,603  |                               |  |                                                        | 931,625   |                                                                             |           | 750,000                                  |  |             | 642,938 |  |         | 272,727 |  |            | 5,811,123  |  
|                               |      | 2007    |  |              | 558,000   |                        |        |   |                               |            | 2,161,974  |                               |  |                                                        | 482,210   |                                                                             |           | 577,536                                  |  |             | 442,503 |  |         | 158,029 |  |            | 4,380,252  |  
|                               |      | 2006    |  |              | 505,959   |                        | 43,911  |   |                               |            | 1,545,742  |                               |  |                                                        | 309,035   |                                                                             |           | 439,110                                  |  |             | 352,298 |  |         | 131,404 |  |            | 3,327,459  |  
|                               |      |         |  |              |           |                        |         |   |                              
|McLean(7)                      |      | 2008    |  |              | 561,538   |                        |        |   |                               |            | 1,125,928  |                               |  |                                                        | 670,842   |                                                                             |           | 510,416                                  |  |             | 95,727  |  |         | 216,544 |  |            | 3,180,995  |  
|                               |      | 2007    |  |              | 482,500   |                        |        |   |                               |            | 2,593,306  |                               |  |                                                        | 473,898   |                                                                             |           | 403,276                                  |  |             | 53,160  |  |         | 96,874  |  |            | 4,103,014  |  
|                               |      | 2006    |  |              | 442,575   |                        |        |   |                               |            | 1,811,526  |                               |  |                                                        | 407,167   |                                                                             |           | 383,145                                  |  |             | 62,625  |  |         | 102,602 |  |            | 3,209,640  |  
|                               |      |         |  |              |           |                        |         |   |                              
|Moler(8)                       |      | 2008    |  |              | 484,615   |                        |        |   |                               |            | 500,384    |                               |  |                                                        | 460,890   |                                                                             |           | 329,000                                  |  |             | 333,981 |  |         | 195,611 |  |            | 2,304,481  |  
|                               |      |         |  |              |           |                        |         |   |                              
|Pardee(9)                      |      | 2008    |  |              | 525,289   |                        | 44,000  |   |                               |            | 928,039    |                               |  |                                                        | 332,874   |                                                                             |           | 484,000                                  |  |             | 213,293 |  |         | 164,619 |  |            | 2,692,114  |  
|                               |      | 2007    |  |              | 426,308   |                        |        |   |                               |            | 1,216,555  |                               |  |                                                        | 226,270   |                                                                             |           | 350,277                                  |  |             | 110,591 |  |         | 69,591  |  |            | 2,399,592  |  
|                               |      |         |  |              |           |                        |         |   |                              
|Adams(10)                      |      | 2008    |  |              | 320,000   |                        |        |   |                               |            | 382,105    |                               |  |                                                        | 174,543   |                                                                             |           | 175,973                                  |  |             | 72,722  |  |         | 86,772  |  |            | 1,212,115  |  
|                               |      | 2007    |  |              | 305,008   |                        |        |   |                               |            | 608,872    |                               |  |                                                        | 154,635   |                                                                             |           | 222,621                                  |  |             | 74,219  |  |         | 10,602  |  |            | 1,375,957  |  
|                               |      |         |  |              |           |                        |         |   |                              
|Bonney(11)                     |      | 2008    |  |              | 273,020   |                        | 25,000  |   |                               |            | 436,656    |                               |  |                                                        | 216,614   |                                                                             |           | 120,951                                  |  |             | 130,060 |  |         | 74,953  |  |            | 1,277,254  |  
|                               |      |         |  |              |           |                        |         |   |                              
|Galvanoni(12)                  |      | 2008    |  |              | 214,462   |                        | (4,854  | ) |                               |            | 194,616    |                               |  |                                                        | 63,722    |                                                                             |           | 92,213                                   |  |             | 23,908  |  |         | 66,284  |  |            | 650,351    |  
|                               |      | 2007    |  |              | 199,603   |                        |        |   |                               |            | 174,288    |                               |  |                                                        | 60,145    |                                                                             |           | 119,096                                  |  |             | 20,969  |  |         | 12,707  |  |            | 586,808    |  



21



---

ComEd



Summary Compensation Table



|                                |      |         |  |              |         |                         |         |                              |           |          |                               |         |                                                       |  |                                                                                      |           |                                         |         |               |  |         |         |  |           |          
|------------------------------- | ---- | ------- |  | ------------ | ------- | ----------------------- | ------- | ---------------------------- | --------- | -------- | ----------------------------- | ------- | ----------------------------------------------------- |  | ------------------------------------------------------------------------------------ | --------- | --------------------------------------- | ------- | ------------- |  | ------- | ------- |  | --------- | ---------
|Name and Principal Position (A) |      | Year(B) |  | Salary($)(C) |         | Bonus ($)See Note 19(D) |         | StockAwards($)See Note 20(E) |           |          | OptionAwards($)See Note 21(F) |         | Non-EquityIncentive PlanCompensation($)See Note 22(G) |  | Change inPensionValue andNonqualifiedDeferredCompen-sationEarnings($) See Note 23(H) |           | All OtherCompen-sation($)See Note 24(I) |         | Total ($) (J)
|Clark(13)                       |      | 2008    |  | $            | 546,692 |                         |        |                              | $         | (198,434 | )                             |         | 56,970                                                |  | $                                                                                    | 2,049,371 |                                         | $       | 548,986       |  | $       | 193,738 |  | $         | 3,197,323
|                                | 2007 |         |  | 474,231      |         |                        |         |                              | 566,726   |          |                               | 121,635 |                                                       |  | 2,288,853                                                                            |           |                                         | 391,782 |               |  | 146,412 |         |  | 3,989,639
|                                | 2006 |         |  | 440,000      |         |                        |         |                              | 2,239,794 |          |                               | 592,755 |                                                       |  | 326,584                                                                              |           |                                         | 158,233 |               |  | 162,925 |         |  | 3,920,291
|                                |      |         |  |              |         |                         |         |                              |          
|McDonald(14)                    |      | 2008    |  |              | 336,038 |                         |        |                              |           | (51,745  | )                             |         | 22,155                                                |  |                                                                                      | 789,747   |                                         |         | 304,534       |  |         | 144,201 |  |           | 1,544,930
|                                | 2007 |         |  | 310,600      |         | 100,000                 |         |                              | 322,790   |          |                               | 43,710  |                                                       |  | 887,688                                                                              |           |                                         | 225,879 |               |  | 74,566  |         |  | 1,965,233
|                                | 2006 |         |  | 300,000      |         | 83,565                  |         |                              | 846,087   |          |                               | 205,980 |                                                       |  | 171,285                                                                              |           |                                         | 231,287 |               |  | 90,596  |         |  | 1,928,800
|                                |      |         |  |              |         |                         |         |                              |          
|Mitchell(15)                    |      | 2008    |  |              | 477,692 |                         |        |                              |           | (13,373  | )                             |         | 33,233                                                |  |                                                                                      | 1,402,448 |                                         |         | 571,280       |  |         | 197,955 |  |           | 2,669,235
|                                | 2007 |         |  | 437,477      |         |                        |         |                              | 573,100   |          |                               | 69,158  |                                                       |  | 1,592,848                                                                            |           |                                         | 736,464 |               |  | 138,596 |         |  | 3,547,643
|                                | 2006 |         |  | 415,000      |         | 14,217                  |         |                              | 1,457,599 |          |                               | 374,958 |                                                       |  | 284,334                                                                              |           |                                         | 719,747 |               |  | 167,546 |         |  | 3,433,401
|                                |      |         |  |              |         |                         |         |                              |          
|Hooker(16)                      |      | 2008    |  |              | 307,692 |                         | 9,007   |                              |           | 58,129   |                               |         | 20,573                                                |  |                                                                                      | 666,142   |                                         |         | 474,488       |  |         | 128,861 |  |           | 1,664,892
|                                |      | 2007    |  |              | 277,231 |                         | 150,000 |                              |           | 293,558  |                               |         | 40,930                                                |  |                                                                                      | 695,830   |                                         |         | 283,124       |  |         | 65,433  |  |           | 1,806,106
|                                |      |         |  |              |         |                         |         |                              |          
|Pramaggiore(17)                 |      | 2008    |  |              | 348,500 |                         | 20,295  |                              |           | 94,568   |                               |         | 35,175                                                |  |                                                                                      | 817,247   |                                         |         | 49,083        |  |         | 127,421 |  |           | 1,492,289
|                                |      | 2007    |  |              | 290,154 |                         | 150,000 |                              |           | 276,416  |                               |         | 55,192                                                |  |                                                                                      | 347,222   |                                         |         | 36,593        |  |         | 43,225  |  |           | 1,198,802



Notes
to the Summary Compensation Tables



|(1) | John W. Rowe, Chairman and CEO, Exelon; Chairman, Generation.
|--- | -------------------------------------------------------------

|(2) | Denis P. OBrien, Executive Vice President, Exelon; President and CEO, PECO.
|--- | ----------------------------------------------------------------------------

|(3) | Matthew F. Hilzinger, Senior Vice President and CFO, Exelon. Mr. Hilzinger is an executive officer of Exelon and Generation.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(4) | Phillip S. Barnett, Senior Vice President and CFO, PECO.
|--- | --------------------------------------------------------

|(5) | John F. Young, Executive Vice President, Finance & Markets and CFO, Exelon and Generation through January 5, 2008. Mr. Young remained an employee through January 29, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Christopher M. Crane, President and Chief Operating Officer (COO), Exelon and Generation.
|--- | -----------------------------------------------------------------------------------------

|(7) | Ian P. McLean, Executive Vice President, Finance & Markets, Exelon.
|--- | -------------------------------------------------------------------

|(8) | Elizabeth A. Moler, Executive Vice President, Government and Environmental Affairs and Public Policy, Exelon
|--- | ------------------------------------------------------------------------------------------------------------

|(9) | Charles G. Pardee, Senior Vice President, Exelon; President and Chief Nuclear Officer, Exelon Nuclear.
|--- | ------------------------------------------------------------------------------------------------------

|(10) | Craig L. Adams, Senior Vice President & COO, PECO.
|---- | --------------------------------------------------

|(11) | Paul R. Bonney, Vice President, PECO.
|---- | -------------------------------------

|(12) | Matthew R. Galvanoni, Vice President and Controller, ComEd and PECO (Principal Accounting Officer).
|---- | ---------------------------------------------------------------------------------------------------

|(13) | Frank M. Clark, Chairman and CEO, ComEd.
|---- | ----------------------------------------

|(14) | Robert K. McDonald, Senior Vice President and CFO, ComEd.
|---- | ---------------------------------------------------------

|(15) | J. Barry Mitchell, President & COO, ComEd.
|---- | ------------------------------------------

|(16) | John T. Hooker, Senior Vice President, State Legislative and Governmental Affairs, ComEd.
|---- | -----------------------------------------------------------------------------------------

|(17) | Anne R. Pramaggiore, Executive Vice President, Customer Operations, Regulatory & External Affairs, ComEd.
|---- | ---------------------------------------------------------------------------------------------------------

|(18) | Not used
|---- | --------

|(19) | In current or previous years in recognition of their overall performance, certain NEOs received an individual performance multiplier to their annual incentive payments or other special
recognition awards.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(20) | The amounts shown in this column include the compensation expense recognized in the 2008 financial statements for the performance share unit awards granted on January 28, 2008 and paid
out in January 2009 with respect to the three-year performance period ending December 31, 2008, and the expense recognized during 2008 for performance share unit awards granted in previous years, as well as the expense recognized during 2008
for restricted stock or stock unit awards made to many of these officers in 2008 or previous years. For a discussion of the assumptions made in the valuation of these awards under SFAS No. 123-R, see note 16 of the Combined Notes to the
Consolidated Financial Statements. For purposes of this table, estimates of forfeitures related to service-based vesting conditions have been disregarded.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to the performance share awards granted on January 23, 2006 and January 22, 2007 that are eligible for cash distribution in January 2009 and 2010, including the outstanding
awards to NEOs of ComEd who no longer receive performance share awards, in 2008 Exelon recorded an adjustment to amounts recorded as of December 31, 2007. This resulted in negative expense being recorded in 2008 due to the decrease in stock
price from $81.64 at December 31, 2007 to $55.61 at December 31, 2008.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22



---

|(21) | The amounts shown in this column include the compensation expense recognized in the 2008 financial statements for the award of non-qualified options to purchase Exelon common stock granted on
January 29, 2008, as well as the expense recognized during 2008 for stock option grants awarded in previous years. For a discussion of the assumptions made in the valuation of these awards under SFAS No. 123-R, see note 16 of the Combined
Notes to the Consolidated Financial Statements. For purposes of this table, estimates of forfeitures related to service-based vesting conditions have been disregarded.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(22) | The amounts shown in this column represent payments made pursuant to the Annual Incentive Plan and the ComEd Long-Term Incentive Plan. Both programs are paid with respect to 2008 performance
and were awarded on January 26, 2009. The table below details ComEd Employees payments applicable to the Annual Incentive Plan and the ComEd Long-Term Incentive Plan.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|            |      |      |  |                      |         |                               |           |           |  |           |          
|----------- | ---- | ---- |  | -------------------- | ------- | ----------------------------- | --------- | --------- |  | --------- | ---------
|Name        |      | Year |  | Annual IncentivePlan |         | ComEd Long-TermIncentive Plan |           | Total    
|Clark       |      | 2008 |  | $                    | 495,371 |                               | $         | 1,554,000 |  | $         | 2,049,371
|            | 2007 |      |  | 475,853              |         |                               | 1,813,000 |           |  | 2,288,853
|McDonald    |      | 2008 |  |                      | 195,747 |                               |           | 594,000   |  |           | 789,747  
|            | 2007 |      |  | 194,688              |         |                               | 693,000   |           |  | 887,688  
|Mitchell    |      | 2008 |  |                      | 331,448 |                               |           | 1,071,000 |  |           | 1,402,448
|            | 2007 |      |  | 343,348              |         |                               | 1,249,500 |           |  | 1,592,848
|Hooker      |      | 2008 |  |                      | 189,142 |                               |           | 477,000   |  |           | 666,142  
|            |      | 2007 |  |                      | 139,330 |                               |           | 556,500   |  |           | 695,830  
|Pramaggiore |      | 2008 |  |                      | 223,247 |                               |           | 594,000   |  |           | 817,247  
|            |      | 2007 |  |                      | 161,722 |                               |           | 185,500   |  |           | 347,222  



|(23) | The amounts shown in the column represent the change in the accumulated pension benefit from December 31, 2007 to December 31, 2008. For Mr. Crane, Mr. McLean Mr. Pardee
and Mr. McDonald, this amount includes $48, $160, $30 and $3, respectively, of above market earnings in their non-qualified deferred compensation accounts.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(24) | The amounts shown in this column include the items summarized in the following tables:
|---- | --------------------------------------------------------------------------------------



Exelon, Generation and PECO



All Other Compensation



|          |  |                           |         |                                             |   |                                                                         |  |                                                   |  |                                                     |        |                                                         |   |           |  |        |  |   |        
|--------- |  | ------------------------- | ------- | ------------------------------------------- | - | ----------------------------------------------------------------------- |  | ------------------------------------------------- |  | --------------------------------------------------- | ------ | ------------------------------------------------------- | - | --------- |  | ------ |  | - | -------
|Name (a)  |  | Perquisites$See Note 1(b) |         | Reimburse-ment forIncomeTaxes$See Note 2(c) |   | Paymentsor AccrualsforTerminationor Changein Control(CIC)$See Note 3(d) |  | CompanyContributionsto SavingsPlans$See Note 4(e) |  | CompanyPaidTerm LifeInsurancePremiums$See Note 5(f) |        | Dividendsor Earningsnot includedin Grants$See Note 6(g) |   | Total$(h)
|Rowe      |  | $                         | 179,269 |                                             | $ | 6,865                                                                   |  |                                                  |  | $                                                   | 73,721 |                                                         | $ | 140,337   |  |       |  | $ | 400,192
|OBrien   |  |                           | 67,800  |                                             |   | 43,312                                                                  |  |                                                  |  |                                                     | 24,777 |                                                         |   | 29,673    |  | 10,125 |  |   | 175,687
|Hilzinger |  |                           | 59,083  |                                             |   | 31,849                                                                  |  |                                                  |  |                                                     | 20,431 |                                                         |   | 3,109     |  | 29,444 |  |   | 143,916
|Barnett   |  |                           | 309,860 |                                             |   | 219,855                                                                 |  |                                                  |  |                                                     | 14,865 |                                                         |   | 2,415     |  | 14,595 |  |   | 561,590
|Young     |  |                           | 15,051  |                                             |   |                                                                        |  |                                                  |  |                                                     | 3,038  |                                                         |   |          |  |       |  |   | 18,089 
|Crane     |  |                           | 69,809  |                                             |   | 39,910                                                                  |  |                                                  |  |                                                     | 34,712 |                                                         |   | 42,046    |  | 86,250 |  |   | 272,727
|McLean    |  |                           | 63,419  |                                             |   | 42,224                                                                  |  |                                                  |  |                                                     | 28,077 |                                                         |   | 72,574    |  | 10,250 |  |   | 216,544
|Moler     |  |                           | 73,822  |                                             |   | 39,596                                                                  |  |                                                  |  |                                                     | 24,231 |                                                         |   | 47,837    |  | 10,125 |  |   | 195,611
|Pardee    |  |                           | 53,322  |                                             |   | 39,749                                                                  |  |                                                  |  |                                                     | 26,264 |                                                         |   | 4,761     |  | 40,523 |  |   | 164,619
|Adams     |  |                           | 40,185  |                                             |   | 31,892                                                                  |  |                                                  |  |                                                     |       |                                                         |   | 4,100     |  | 10,595 |  |   | 86,772 
|Bonney    |  |                           | 31,000  |                                             |   | 20,042                                                                  |  |                                                  |  |                                                     | 11,500 |                                                         |   | 2,120     |  | 10,291 |  |   | 74,953 
|Galvanoni |  |                           | 27,308  |                                             |   | 19,750                                                                  |  |                                                  |  |                                                     | 10,723 |                                                         |   | 479       |  | 8,024  |  |   | 66,284 



23



---

ComEd



All Other Compensation



|            |  |                           |        |                                             |   |                                                                         |  |                                                   |  |                                                     |        |                                                         |   |           |  |        |  |   |        
|----------- |  | ------------------------- | ------ | ------------------------------------------- | - | ----------------------------------------------------------------------- |  | ------------------------------------------------- |  | --------------------------------------------------- | ------ | ------------------------------------------------------- | - | --------- |  | ------ |  | - | -------
|Name (a)    |  | Perquisites$See Note 1(b) |        | Reimburse-ment forIncomeTaxes$See Note 2(c) |   | Paymentsor AccrualsforTerminationor Changein Control(CIC)$See Note 3(d) |  | CompanyContributionsto SavingsPlans$See Note 4(e) |  | CompanyPaidTerm LifeInsurancePremiums$See Note 5(f) |        | Dividendsor Earningsnot includedin Grants$See Note 6(g) |   | Total$(h)
|Clark       |  | $                         | 68,245 |                                             | $ | 39,910                                                                  |  |                                                  |  | $                                                   | 27,335 |                                                         | $ | 48,123    |  | 10,125 |  | $ | 193,738
|McDonald    |  |                           | 63,856 |                                             |   | 31,600                                                                  |  |                                                  |  |                                                     | 16,802 |                                                         |   | 21,818    |  | 10,125 |  |   | 144,201
|Mitchell    |  |                           | 61,161 |                                             |   | 41,479                                                                  |  |                                                  |  |                                                     | 23,885 |                                                         |   | 51,180    |  | 20,250 |  |   | 197,955
|Hooker      |  |                           | 61,281 |                                             |   | 31,761                                                                  |  |                                                  |  |                                                     | 15,385 |                                                         |   | 12,334    |  | 8,100  |  |   | 128,861
|Pramaggiore |  |                           | 65,007 |                                             |   | 31,600                                                                  |  |                                                  |  |                                                     | 8,840  |                                                         |   | 3,749     |  | 18,225 |  |   | 127,421



Notes
to All Other Compensation Tables



|(1) | The amounts shown in this column represent the incremental cost to Exelon to provide certain perquisites to NEOs as summarized in the Perquisites Table.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Officers receive a reimbursement to cover applicable taxes on imputed income for business-related spousal travel, certain club memberships and relocation expenses because the personal benefit
is closely related to the business purpose.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents the expense Exelon has recorded during 2008 after the announcement of the officers retirement or resignation for severance related costs including salary and Annual Incentive
Plan (AIP) continuation, payroll taxes, outplacement fees and medical benefits for a specified period of time
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents company matching contributions to the NEOs qualified and non-qualified savings plans. The 401(k) plan is available to all employees and the annual contribution for 2008 was
generally limited to $15,500. NEOs and other officers may participate in the Deferred Compensation Plan, into which payroll contributions in excess of the specified IRS limit are credited under the separate, unfunded plan that has the same portfolio
of investment options as the 401(k) plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Exelon provides basic term life insurance, accidental death and disability insurance, and long-term disability insurance to all employees, including NEOs. The values shown in this column
include the premiums paid during 2008 for additional term life insurance policies for the NEOs, additional supplemental accidental death and dismemberment insurance and for additional long-term disability insurance over and above the basic coverage
provided to all employees. Mr. Rowe has two term life insurance policies and one additional accidental death and dismemberment policy.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | The amounts shown represent the dividends on current equity awards that have not been included in the values shown in the column labeled Stock Awards in the Summary Compensation Tables above.
The values shown represent regular dividends on common stock paid in cash during the year on each officers unvested restricted stock, and for certain officers, the value, calculated in accordance with SFAS No. 123-R, of reinvested regular
dividends earned during 2008 on their unvested performance share balances which were distributed in stock upon vesting in January 2009.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24



---

Exelon, Generation and PECO



Perquisites



|          |  |                                                 |         |                                          |   |                                                      |  |                                                        |       |                          |   |                                           |   |           |  |        |  |   |        
|--------- |  | ----------------------------------------------- | ------- | ---------------------------------------- | - | ---------------------------------------------------- |  | ------------------------------------------------------ | ----- | ------------------------ | - | ----------------------------------------- | - | --------- |  | ------ |  | - | -------
|Name (a)  |  | Personaland SpouseTravel$See Note 1 & Note 2(b) |         | AutomobileLease andParking$See Note 3(c) |   | FinancialEstate andTaxPlanningServices$See Note 4(d) |  | Dining,Health andAirline ClubMemberships$See Note 5(e) |       | OtherItems$See Note 6(f) |   | PerquisiteTransitionPayment$See Note 7(g) |   | Total$(h)
|Rowe      |  | $                                               | 168,268 |                                          | $ | 10,211                                               |  | $                                                      | 475   |                          |  |                                           | $ | 315       |  |       |  | $ | 179,269
|OBrien   |  |                                                 | 2,418   |                                          |   | 13,917                                               |  |                                                        |      |                          |  |                                           |   | 1,465     |  | 50,000 |  |   | 67,800 
|Hilzinger |  |                                                 |        |                                          |   | 18,768                                               |  |                                                        |      |                          |  |                                           |   | 315       |  | 40,000 |  |   | 59,083 
|Barnett   |  |                                                 |        |                                          |   | 17,562                                               |  |                                                        |      |                          |  |                                           |   | 252,298   |  | 40,000 |  |   | 309,860
|Young     |  |                                                 |        |                                          |   | 15,051                                               |  |                                                        |      |                          |  |                                           |   |          |  |       |  |   | 15,051 
|Crane     |  |                                                 | 204     |                                          |   | 19,290                                               |  |                                                        |      |                          |  |                                           |   | 315       |  | 50,000 |  |   | 69,809 
|McLean    |  |                                                 | 2,186   |                                          |   | 8,618                                                |  |                                                        |      |                          |  |                                           |   | 2,615     |  | 50,000 |  |   | 63,419 
|Moler     |  |                                                 | 122     |                                          |   | 19,200                                               |  |                                                        | 4,500 |                          |  |                                           |   |          |  | 50,000 |  |   | 73,822 
|Pardee    |  |                                                 |        |                                          |   | 3,007                                                |  |                                                        |      |                          |  |                                           |   | 315       |  | 50,000 |  |   | 53,322 
|Adams     |  |                                                 | 185     |                                          |   |                                                     |  |                                                        |      |                          |  |                                           |   |          |  | 40,000 |  |   | 40,185 
|Bonney    |  |                                                 | 185     |                                          |   | 4,615                                                |  |                                                        |      |                          |  |                                           |   | 1,200     |  | 25,000 |  |   | 31,000 
|Galvanoni |  |                                                 |        |                                          |   | 2,308                                                |  |                                                        |      |                          |  |                                           |   |          |  | 25,000 |  |   | 27,308 



ComEd



Perquisites



|            |  |                                                 |  |                                          |        |                                                      |       |                                                        |   |                          |   |                                           |  |           |  |   |       
|----------- |  | ----------------------------------------------- |  | ---------------------------------------- | ------ | ---------------------------------------------------- | ----- | ------------------------------------------------------ | - | ------------------------ | - | ----------------------------------------- |  | --------- |  | - | ------
|Name (a)    |  | Personaland SpouseTravel$See Note 1 & Note 2(b) |  | AutomobileLease andParking$See Note 3(c) |        | FinancialEstate andTaxPlanningServices$See Note 4(d) |       | Dining,Health andAirline ClubMemberships$See Note 5(e) |   | OtherItems$See Note 6(f) |   | PerquisiteTransitionPayment$See Note 7(g) |  | Total$(h)
|Clark       |  | 984                                             |  | $                                        | 16,946 |                                                      |      |                                                        |  |                          | $ | 315                                       |  | 50,000    |  | $ | 68,245
|McDonald    |  |                                                |  |                                          | 20,356 |                                                      | 3,500 |                                                        |  |                          |   |                                          |  | 40,000    |  |   | 63,856
|Mitchell    |  | 2,190                                           |  |                                          | 8,656  |                                                      |      |                                                        |  |                          |   | 315                                       |  | 50,000    |  |   | 61,161
|Hooker      |  | 204                                             |  |                                          | 21,077 |                                                      |      |                                                        |  |                          |   |                                          |  | 40,000    |  |   | 61,281
|Pramaggiore |  |                                                |  |                                          | 25,007 |                                                      |      |                                                        |  |                          |   |                                          |  | 40,000    |  |   | 65,007



Note to
Perquisite Tables



|(1) | Mr. Rowe is entitled to up to 60 hours of personal use of corporate aircraft each year. The figure shown in this column includes $155,338, representing the aggregate incremental cost to
Exelon for Mr. Rowes personal use of corporate aircraft. This cost was calculated using the hourly cost for flight services paid to the aircraft vendor, Federal excise tax, fuel charges, and domestic segment fees. From time to time Mr.
Rowes spouse accompanies Mr. Rowe in his travel on corporate aircraft. The aggregate incremental cost to the company, if any, for Mrs. Rowes travel on corporate aircraft is included in this amount. For all executive officers,
including Mr. Rowe, Exelon pays the cost of spousal travel, meals, and other related amenities when they attend company or industry-related events where it is customary and expected that officers attend with their spouses. The aggregate
incremental cost to Exelon for these expenses is included in the table. In most cases, there is no incremental cost to Exelon of providing transportation or other amenities for a spouse, and the only additional cost to Exelon is to reimburse
officers for the taxes on the imputed income attributable to their spousal travel, meals, and related amenities when attending company or industry-related events. This cost is shown in column B of the All Other Compensation Table above.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The company maintains several cars and drivers in order to provide transportation services for the NEOs and other officers to carry out their duties among the companys
various offices and facilities which are located throughout northeastern Illinois and southeastern Pennsylvania. Messrs. Rowe, Clark, and OBrien are also entitled to limited personal use of the companys cars and drivers, including use
for commuting which allows them to work while commuting. The cost included in the table
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



---

| | represents the estimated incremental cost to Exelon to provide limited personal service. This cost is based upon the number of hours that the drivers worked overtime
providing services to each NEO, multiplied by the average overtime rate for drivers plus an additional amount for fuel and maintenance. Personal use was imputed as additional taxable income to Messrs. Rowe, Clark, and OBrien.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In 2008, Exelon discontinued the leased vehicle perquisite for most officers effective at the lease expiration dates occurring throughout 2008. Certain leases are set to expire in early 2009.
Exelon continued to provide insurance, maintenance, applicable taxes and provided a company-paid credit card for fuel purchases, and where required, such as in downtown Chicago, company-paid parking while the vehicle leases were still in effect.
Officers are imputed additional taxable income for that portion of their use of these perquisites that is personal; however, the figure shown in the table is the total cost to provide the automobile and related amenities to the officer.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | In 2008, Exelon ceased providing financial, estate and tax planning services to NEOs; the above payments reflect reimbursements paid during the first two months of 2008 for services provided
in 2007 and 2008 corrections to earlier covered tax returns.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | In 2008, Exelon discontinued to provide club memberships to NEOs.
|--- | -----------------------------------------------------------------

|(6) | Executive officers may use company-provided vendors for comprehensive physical examinations and related follow-up testing. Executives also receive certain gifts during the year in recognition
of their services that are imputed to the officer as additional taxable income. The amount shown for Mr. Barnett reflects the cost of his relocation to the Philadelphia area.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | As part of Exelons decision to eliminate many components of the perquisite program, a one time transition payment was made to NEOs. This payment was calculated to approximate the
replacement cost of the eliminated perquisites for a period of three years and was grossed up for income tax purposes.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---

Exelon, Generation and PECO



Grants of Plan Based Awards



|          |  |               |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|--------- |  | ------------- |  | ------------------------------------------------------------------------ | ------- | -------------------------------------------------------------------- | - | -------------------------------------------------------------- |  | ----------------------------------------------------------------- | --------- | ------------------------------------------ | ------ | -------------------------------------------------------------- | ------ |  | ------- |  | ------ |  | ------- |  | ----- |  | ---------
|          |  |               |  | Estimated FuturePayouts UnderNon-Equity Incentive PlanAwards(See Note
1) |         | Estimated FuturePayouts Under EquityIncentive PlanAwards(See Note 2) |   | All otherStockAwards:Number ofShares orUnits(See Note 3)(#)(i) |  | All OtherOptionsAwards:NumberofSecuritiesUnder-lyingOptions(#)(j) |           | Exerciseor basePrice ofOptionAwards.($)(k) |        | Grant DateFair Valueof Stockand OptionAwards(See Note 4)($)(l)
|Name (a)  |  | GrantDate (b) |  | Thres-hold($)(c)                                                         |         | Target($)(d)                                                         |   | Maxi-mum($)(e)                                                 |  | Thres-hold(#)(f)                                                  |           | Target(#)(g)                               |        | Maxi-mum(#)(h)                                                 |        |  |         | 
|Rowe      |  | 28 Jan. 2008  |  | $                                                                        | 786,500 |                                                                      | $ | 1,573,000                                                      |  | $                                                                 | 3,146,000 |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 26,000 |                                                                | 52,000 |  | 104,000 |  |        |  |         |  |       |  | 6,402,614
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 114,000 |  | 73.29 |  | 2,093,040
|OBrien   |  | 01 Aug. 2008  |  |                                                                          | 195,000 |                                                                      |   | 390,000                                                        |  |                                                                   | 780,000   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 5,200  |                                                                | 10,400 |  | 20,800  |  |        |  |         |  |       |  | 1,280,523
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 22,000  |  | 73.29 |  | 403,920  
|Hilzinger |  | 01 Aug. 2008  |  |                                                                          | 127,500 |                                                                      |   | 255,000                                                        |  |                                                                   | 510,000   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 2,500  |                                                                | 5,000  |  | 10,000  |  |        |  |         |  |       |  | 615,636  
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 11,000  |  | 73.29 |  | 201,960  
|          |  | 29 Jul. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  | 5,000  |  |         |  |       |  | 377,200  
|Barnett   |  | 28 Jan. 2008  |  |                                                                          | 75,000  |                                                                      |   | 150,000                                                        |  |                                                                   | 300,000   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 1,600  |                                                                | 3,200  |  | 6,400   |  |        |  |         |  |       |  | 394,007  
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 6,700   |  | 73.29 |  | 123,012  
|Crane (5) |  | 23 Sep. 2008  |  |                                                                          | 300,000 |                                                                      |   | 600,000                                                        |  |                                                                   | 1,200,000 |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 6,200  |                                                                | 12,400 |  | 24,800  |  |        |  |         |  |       |  | 1,526,777
|          |  | 23 Sep. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 355    |                                                                | 710    |  | 1,420   |  |        |  |         |  |       |  | 89,782   
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 28,000  |  | 73.29 |  | 514,080  
|          |  | 29 Jul. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  | 15,000 |  |         |  |       |  | 1,131,600
|McLean    |  | 01 Aug. 2008  |  |                                                                          | 218,750 |                                                                      |   | 437,500                                                        |  |                                                                   | 875,000   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 6,200  |                                                                | 12,400 |  | 24,800  |  |        |  |         |  |       |  | 1,526,777
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 28,000  |  | 73.29 |  | 514,080  
|          |  | 29Jul. 2008   |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  | 10,000 |  |         |  |       |  | 754,400  
|Moler     |  | 28 Jan. 2008  |  |                                                                          | 141,000 |                                                                      |   | 282,000                                                        |  |                                                                   | 564,000   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 5,200  |                                                                | 10,400 |  | 20,800  |  |        |  |         |  |       |  | 1,280,523
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 22,000  |  | 73.29 |  | 403,920  
|Pardee    |  | 01 Aug. 2008  |  |                                                                          | 165,000 |                                                                      |   | 330,000                                                        |  |                                                                   | 660,000   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 4,200  |                                                                | 8,400  |  | 16,800  |  |        |  |         |  |       |  | 1,034,268
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 19,000  |  | 73.29 |  | 348,840  
|          |  | 29 Jul. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  | 10,000 |  |         |  |       |  | 754,400  
|Adams     |  | 28 Jan. 2008  |  |                                                                          | 80,000  |                                                                      |   | 160,000                                                        |  |                                                                   | 320,000   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 2,000  |                                                                | 4,000  |  | 8,000   |  |        |  |         |  |       |  | 492,509  
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 8,300   |  | 73.29 |  | 152,388  
|          |  | 29 Jul. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  | 4,000  |  |         |  |       |  | 301,760  
|Bonney    |  | 28 Jan. 2008  |  |                                                                          | 54,986  |                                                                      |   | 109,972                                                        |  |                                                                   | 219,945   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 1,400  |                                                                | 2,800  |  | 5,600   |  |        |  |         |  |       |  | 344,756  
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 6,000   |  | 73.29 |  | 110,160  
|Galvanoni |  | 28 Jan. 2008  |  |                                                                          | 36,400  |                                                                      |   | 72,800                                                         |  |                                                                   | 145,600   |                                            |        |                                                                |        |  |         |  |        |  |         |  |       |  |          
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            | 700    |                                                                | 1,400  |  | 2,800   |  |        |  |         |  |       |  | 172,378  
|          |  | 28 Jan. 2008  |  |                                                                          |         |                                                                      |   |                                                                |  |                                                                   |           |                                            |        |                                                                |        |  |         |  |        |  | 3,400   |  | 73.29 |  | 62,424   



27



---

ComEd



Grants of Plan Based Awards



|            |  |              |  |                                                                           |         |                                                                      |   |                                                                |  |                                                                   |           |                                           |   |                                                                |   |  |   |  |   |  |   |  |   |  |  
|----------- |  | ------------ |  | ------------------------------------------------------------------------- | ------- | -------------------------------------------------------------------- | - | -------------------------------------------------------------- |  | ----------------------------------------------------------------- | --------- | ----------------------------------------- | - | -------------------------------------------------------------- | - |  | - |  | - |  | - |  | - |  | -
|            |  |              |  | Estimated Future PayoutsUnder Non-Equity IncentivePlan Awards(See Note 1) |         | Estimated FuturePayouts UnderEquity IncentivePlan Awards(See Note 2) |   | All otherStockAwards:Number ofShares orUnits(See Note 3)(#)(i) |  | All OtherOptionsAwards:NumberofSecuritiesUnder-lyingOptions(#)(j) |           | Exerciseor basePrice ofOptionAwards($)(k) |   | Grant DateFair Valueof Stockand OptionAwards(See Note 4)($)(l)
|Name (a)    |  | GrantDate(b) |  | Thres-hold($)(c)                                                          |         | Target($)(d)                                                         |   | Maxi-mum($)(e)                                                 |  | Thres-hold(#)(f)                                                  |           | Target(#)(g)                              |   | Maxi-mum(#)(h)                                                 |   |  |   | 
|Clark       |  | 28 Jan. 2008 |  | $                                                                         | 518,000 |                                                                      | $ | 1,036,000                                                      |  | $                                                                 | 2,072,000 |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  | 01 Aug. 2008 |  |                                                                           | 206,250 |                                                                      |   | 412,500                                                        |  |                                                                   | 825,000   |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  |              |  |                                                                           |         |                                                                      |   |                                                                |  |                                                                   |          
|McDonald    |  | 28 Jan. 2008 |  |                                                                           | 198,000 |                                                                      |   | 396,000                                                        |  |                                                                   | 792,000   |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  | 28 Jan. 2008 |  |                                                                           | 81,500  |                                                                      |   | 163,000                                                        |  |                                                                   | 326,000   |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  |              |  |                                                                           |         |                                                                      |   |                                                                |  |                                                                   |          
|Mitchell    |  | 28 Jan. 2008 |  |                                                                           | 357,000 |                                                                      |   | 714,000                                                        |  |                                                                   | 1,428,000 |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  | 28 Jan. 2008 |  |                                                                           | 138,000 |                                                                      |   | 276,000                                                        |  |                                                                   | 552,000   |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  |              |  |                                                                           |         |                                                                      |   |                                                                |  |                                                                   |          
|Hooker      |  | 28 Jan. 2008 |  |                                                                           | 159,000 |                                                                      |   | 318,000                                                        |  |                                                                   | 636,000   |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  | 28 Jan. 2008 |  |                                                                           | 75,000  |                                                                      |   | 150,000                                                        |  |                                                                   | 300,000   |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  |              |  |                                                                           |         |                                                                      |   |                                                                |  |                                                                   |          
|Pramaggiore |  | 28 Jan. 2008 |  |                                                                           | 198,000 |                                                                      |   | 396,000                                                        |  |                                                                   | 792,000   |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 
|            |  | 28 Jan. 2008 |  |                                                                           | 84,500  |                                                                      |   | 169,000                                                        |  |                                                                   | 338,000   |                                           |  |                                                                |  |  |  |  |  |  |  |  |  |  | 



Notes
to Grants of Plan Based Awards Tables



|(1) | All NEOs have annual incentive plan target opportunities based on a fixed percentage of their base salary. ComEd NEOs have a long-term incentive plan target based on a cash target (for the
ComEd NEOs, the top row is the long-term incentive, and the next row is the annual incentive). Under the terms of both incentive plans, threshold performance earns 1/2 of the respective target while the maximum payout is capped at 200% of target.
For additional information about the terms of these programs, see Compensation Discussion and Analysis above.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Non-ComEd NEOs have a long-term performance share target opportunity that is a fixed number of performance shares commensurate with the officers position. The 2008 Long-Term Performance
Share Unit Award Program was based on two measures, Exelons TSR compounded monthly, for the three-year period ended December 31, 2008, as compared to the TSR for the companies listed in the Dow Jones Utility Index (60% of the award), and
Exelons three-year TSR, as compared to the companies in the Standard and Poors 500 Index (40% of the award). The threshold TSR Position Ranking, for a 50% of target payout, was the 25th percentile; the target, for a 100% payout, was the
50th percentile; and distinguished, for a 200% payout, was the 75th percentile, with payouts interpolated for performance falling between the threshold, target, and distinguished levels. The threshold, target and distinguished goals for performance
share unit awards are established on the grant date. The actual performance against the goals and the number of performance share units awarded are established on the award date. One third of the awarded performance shares vests upon the award date
with the balance vesting in January of the next two years.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | This column shows additional restricted share awards made during the year. Messrs. Hilzinger, Crane, McLean, Pardee and Adams received restricted grant awards on July 29, 2008. The
vesting dates of the awards are provide in the footnote #2 to the Outstanding Equity Table below.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | This column shows the grant date fair value, calculated in accordance with SFAS No. 123-R, of the performance share awards, stock options, and restricted stock granted to each NEO during
2008. Fair value of performance share awards is based on an estimated payout of 168% of target.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | For Mr. Crane, the values shown in the columns under Estimated Future Payouts Under Equity Incentive Plan Awards reflect an upward adjustment made to his grants upon his promotion to
Chief Operating Office in September 2008. The grant date fair value of the September 2008 portion of the award is based on an estimated payout of 188% of target.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28



---

Exelon, Generation and PECO



Outstanding Equity



|               |                                                                          |                     |                                                                             |                   |                                  |   |                     |  |                         |  |                                                              |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|-------------- | ------------------------------------------------------------------------ | ------------------- | --------------------------------------------------------------------------- | ----------------- | -------------------------------- | - | ------------------- |  | ----------------------- |  | ------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- | --------- | -------------------------------------------------------------------------------------------------------------------- | ------- |  | - | ---------
|Name (a)       |                                                                          | Options(See Note 1) |                                                                             | Stock(See Note 3)
|               | Number ofSecuritiesUnderlyingUnexercisedOptionsThat AreExercisable(#)(b) |                     | Number ofSecuritiesUnderlyingUnexercisedOptionsThat AreNotExercisable(#)(c) |                   | OptionExerciseor BasePrice($)(d) |   | OptionGrant Date(e) |  | OptionExpirationDate(f) |  | Number ofShares orUnits ofStockThat HaveNot YetVested(#) (g) |  | MarketValue ofShare orUnits ofStock ThatHave NotYet VestedBased on12/31 ClosingPrice
$55.61($)(h) |  | EquityIncentive PlanAwards:Number ofUnearnedShares, Units orOther RightsThat HaveNot
YetVested(#)(i) |           | EquityIncentivePlan Awards:Market orPayout Valueof
UnearnedShares, Units orOther Rights ThatHave Not YetVested($)(j)
|Rowe           |                                                                          |                    |                                                                             | 114,000           |                                  | $ | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 127,338                                                                                           |  | $                                                                                                    | 7,081,266 |                                                                                                                      | 104,000 |  | $ | 5,783,440
|               |                                                                          | 37,500              |                                                                             | 112,500           |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 171,750             |                                                                             | 57,250            |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|OBrien        |                                                                          |                    |                                                                             | 22,000            |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 22,272                                                                                            |  |                                                                                                      | 1,238,546 |                                                                                                                      | 20,800  |  |   | 1,156,688
|               |                                                                          | 4,750               |                                                                             | 14,250            |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 10,000              |                                                                             | 10,000            |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 21,750              |                                                                             | 7,250             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 30,000              |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 30,000              |                                                                             |                  |                                  |   | 24.81               |  | 27 Jan. 2003            |  | 26 Jan. 2013                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 9,000               |                                                                             |                  |                                  |   | 21.91               |  | 01 Aug. 2000            |  | 31 Jul. 2010                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 8,000               |                                                                             |                  |                                  |   | 18.66               |  | 29 Feb. 2000            |  | 27 Feb. 2010                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|Hilzinger      |                                                                          |                    |                                                                             | 11,000            |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 22,595                                                                                            |  |                                                                                                      | 1,256,508 |                                                                                                                      | 10,000  |  |   | 556,100  
|               |                                                                          | 2,625               |                                                                             | 7,875             |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 5,250               |                                                                             | 5,250             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 10,500              |                                                                             | 3,500             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 4,500               |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|Barnett        |                                                                          |                    |                                                                             | 6,700             |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 11,676                                                                                            |  |                                                                                                      | 649,302   |                                                                                                                      | 6,400   |  |   | 355,904  
|               |                                                                          | 2,125               |                                                                             | 6,375             |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 4,250               |                                                                             | 4,250             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 6,450               |                                                                             | 3,225             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 3,500               |                                                                             |                   |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|Young (Note 2) |                                                                          |                    |                                                                             |                  |                                  |   |                    |  |                        |  |                                                             |  |                                                                                                  |  |                                                                                                      |           |                                                                                                                      |        |  |   |          
|Crane          |                                                                          |                    |                                                                             | 28,000            |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 78,121                                                                                            |  |                                                                                                      | 4,344,309 |                                                                                                                      | 26,220  |  |   | 1,458,094
|               |                                                                          | 8,750               |                                                                             | 26,250            |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 7,500               |                                                                             | 15,000            |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 9,000               |                                                                             | 9,000             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 13,500              |                                                                             |                   |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|McLean         |                                                                          |                    |                                                                             | 28,000            |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 40,396                                                                                            |  |                                                                                                      | 2,246,422 |                                                                                                                      | 24,800  |  |   | 1,379,128
|               |                                                                          | 8,750               |                                                                             | 26,250            |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 17,500              |                                                                             | 17,500            |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 42,000              |                                                                             | 14,000            |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 80,000              |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 72,000              |                                                                             |                  |                                  |   | 24.81               |  | 27 Jan. 2003            |  | 26 Jan. 2013                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 90,000              |                                                                             |                  |                                  |   | 23.46               |  | 28 Jan. 2002            |  | 27 Jan. 2012                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 9,288               |                                                                             |                  |                                  |   | 24.84               |  | 25 Feb. 2002            |  | 24 Feb. 2012                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 56,000              |                                                                             |                  |                                  |   | 29.75               |  | 20 Oct. 2000            |  | 19 Oct. 2010                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|Moler          |                                                                          |                    |                                                                             | 22,000            |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 29,948                                                                                            |  |                                                                                                      | 1,665,408 |                                                                                                                      | 20,800  |  |   | 1,156,688
|               |                                                                          | 7,000               |                                                                             | 21,000            |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 15,000              |                                                                             | 15,000            |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 27,000              |                                                                             | 9,000             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|Pardee         |                                                                          |                    |                                                                             | 19,000            |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 34,622                                                                                            |  |                                                                                                      | 1,925,329 |                                                                                                                      | 16,800  |  |   | 934,248  
|               |                                                                          | 4,750               |                                                                             | 14,250            |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 4,250               |                                                                             | 8,500             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 7,250               |                                                                             | 7,250             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 10,000              |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|Adams          |                                                                          |                    |                                                                             | 8,300             |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 11,676                                                                                            |  |                                                                                                      | 649,302   |                                                                                                                      | 8,000   |  |   | 444,880  
|               |                                                                          | 2,125               |                                                                             | 6,375             |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 4,250               |                                                                             | 4,250             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 3,500               |                                                                             | 3,500             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 4,500               |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|Bonney         |                                                                          |                    |                                                                             | 6,000             |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 6,847                                                                                             |  |                                                                                                      | 380,762   |                                                                                                                      | 5,600   |  |   | 311,416  
|               |                                                                          | 1,925               |                                                                             | 5,775             |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 3,900               |                                                                             | 3,900             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 3,450               |                                                                             | 3,450             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 4,500               |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|Galvanoni      |                                                                          |                    |                                                                             | 3,400             |                                  |   | 73.29               |  | 28 Jan. 2008            |  | 27 Jan. 2018                                                 |  | 5,284                                                                                             |  |                                                                                                      | 293,843   |                                                                                                                      | 2,800   |  |   | 155,708  
|               |                                                                          | 1,000               |                                                                             | 3,000             |                                  |   | 59.96               |  | 22 Jan. 2007            |  | 21 Jan. 2017                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 3,350               |                                                                             | 3,350             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 2,050               |                                                                             | 2,050             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          
|               |                                                                          | 1,500               |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                   |  |                                                                                                      |           |                                                                                                                      |         |  |   |          



29



---

ComEd



Outstanding Equity



|            |                                                                          |                     |                                                                             |                   |                                  |   |                     |  |                         |  |                                                              |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  
|----------- | ------------------------------------------------------------------------ | ------------------- | --------------------------------------------------------------------------- | ----------------- | -------------------------------- | - | ------------------- |  | ----------------------- |  | ------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------------------------------------------------- | - |  | -
|Name (a)    |                                                                          | Options(See Note 1) |                                                                             | Stock(See Note 3)
|            | Number ofSecuritiesUnderlyingUnexercisedOptionsThat AreExercisable(b)(#) |                     | Number ofSecuritiesUnderlyingUnexercisedOptionsThat AreNotExercisable(c)(#) |                   | OptionExerciseor BasePrice(d)($) |   | OptionGrant Date(e) |  | OptionExpirationDate(f) |  | Number ofShares orUnits ofStockThat HaveNot YetVested(g) (#) |  | MarketValue ofShare orUnits ofStock ThatHave NotYet VestedBased
on12/31ClosingPrice$55.61 (h)($) |  | EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsThat HaveNot
YetVested(i)(#) |         | EquityIncentivePlan Awards:Market orPayout Valueof UnearnedShares, Unitsor OtherRights ThatHave
Not YetVested(j)($)
|Clark       |                                                                          | 15,000              |                                                                             | 15,000            |                                  | $ | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  | 13,449                                                                                           |  | $                                                                                                 | 747,899 |                                                                                                                     |  |  | 
|            |                                                                          | 27,000              |                                                                             | 9,000             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  
|McDonald    |                                                                          | 5,250               |                                                                             | 5,250             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  | 8,249                                                                                            |  |                                                                                                   | 458,727 |                                                                                                                     |  |  | 
|            |                                                                          | 7,000               |                                                                             | 3,500             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  
|            |                                                                          | 9,000               |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  
|            |                                                                          | 4,250               |                                                                             |                  |                                  |   | 24.81               |  | 27 Jan. 2003            |  | 26 Jan. 2013                                                 |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  
|Mitchell    |                                                                          | 10,000              |                                                                             | 10,000            |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  | 15,849                                                                                           |  |                                                                                                   | 881,363 |                                                                                                                     |  |  | 
|            |                                                                          |                    |                                                                             | 5,250             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  
|Hooker      |                                                                          |                    |                                                                             | 4,250             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  | 2,600                                                                                            |  |                                                                                                   | 144,586 |                                                                                                                     |  |  | 
|            |                                                                          |                    |                                                                             | 3,250             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  
|Pramaggiore |                                                                          | 2,650               |                                                                             | 2,650             |                                  |   | 58.55               |  | 23 Jan. 2006            |  | 22 Jan. 2016                                                 |  | 10,690                                                                                           |  |                                                                                                   | 594,471 |                                                                                                                     |  |  | 
|            |                                                                          | 7,612               |                                                                             | 2,538             |                                  |   | 42.85               |  | 24 Jan. 2005            |  | 23 Jan. 2015                                                 |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  
|            |                                                                          | 11,400              |                                                                             |                  |                                  |   | 32.54               |  | 26 Jan. 2004            |  | 25 Jan. 2014                                                 |  |                                                                                                  |  |                                                                                                   |         |                                                                                                                     |   |  |  



Notes
to Outstanding Equity Tables



|(1) | Non-qualified stock options are granted to NEOs pursuant to the companys long-term incentive plans. Grants made prior to 2003 vested in three equal increments, beginning on the first
anniversary of the grant date. Grants made in 2003 and thereafter vest in four equal increments, beginning on the first anniversary of the grant date. All grants expire on the tenth anniversary of the grant date. For all data above, the number of
shares and exercise prices have been adjusted to reflect the 2 for 1 stock split of May 5, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Pursuant to the terms of the Long Term Incentive Plan under which the options were granted, Mr. Youngs unvested stock options were cancelled and his vested stock options expired 90
days from the date of his resignation on January 29, 2008. Mr. Young forfeited all unvested performance shares and restricted shares.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The amount shown includes the unvested portion of performance share awards earned with respect to the three-year performance periods ending December 31, 2007 and December 31, 2006,
and any unvested restricted awards as shown in the following table. The amount of shares shown in column (i) represents the maximum number of performance shares available to each NEO for the performance period ending December 31, 2008.
Shares are valued at $55.61, the closing price on December 31, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |              |  |                           |  |             
|--------- |  | ------------ |  | ------------------------- |  | ------------
|Name      |  | GrantDate    |  | Number ofRestrictedShares |  | VestingDates
|OBrien   |  | 01 Feb. 2006 |  | 5,000                     |  | 01 Feb. 2009
|Hilzinger |  | 01 Aug. 2004 |  | 8,000                     |  | 01 Aug. 2009
|          |  | 01 Aug. 2008 |  | 5,000                     |  | 01 Aug. 2013
|Barnett   |  | 01 Apr. 2005 |  | 4,000                     |  | 01 Apr. 2010
|Crane     |  | 01 Feb. 2004 |  | 10,000                    |  | 01 Feb. 2009
|          |  | 01 Aug. 2004 |  | 10,000                    |  | 01 Aug. 2009
|          |  | 03 Sep. 2007 |  | 15,000                    |  | 03 Sep. 2011
|          |  | 01 Aug. 2008 |  | 15,000                    |  | 01 Aug. 2013
|McLean    |  | 01 Aug. 2008 |  | 5,000                     |  | 01 Aug. 2011
|          |  | 01 Aug. 2008 |  | 5,000                     |  | 01 Aug. 2013
|Moler     |  | 01 Aug. 2004 |  | 5,000                     |  | 01 Aug. 2009
|Pardee    |  | 01 Jan. 2005 |  | 8,000                     |  | 01 Jan. 2010
|          |  | 01 Aug. 2008 |  | 10,000                    |  | 01 Aug. 2013
|Adams     |  | 01 Aug. 2008 |  | 4,000                     |  | 01 Aug. 2013
|Galvanoni |  | 01 May 2007  |  | 3,000                     |  | 01 May 2011 



30



---

|            |  |              |  |                           |  |              
|----------- |  | ------------ |  | ------------------------- |  | -------------
|Name        |  | Grant Date   |  | Number ofRestrictedShares |  | Vesting Dates
|Clark       |  | 01 Aug. 2004 |  | 5,000                     |  | 01 Aug. 2009 
|McDonald    |  | 28 Nov. 2005 |  | 5,000                     |  | 28 Nov. 2010 
|Mitchell    |  | 28 Nov. 2005 |  | 5,000                     |  | 28 Nov. 2009 
|            |  | 03 Sep. 2007 |  | 5,000                     |  | 03 Sep. 2010 
|Pramaggiore |  | 28 Nov. 2005 |  | 5,000                     |  | 28 Nov. 2010 
|            |  | 03 Sep. 2007 |  | 4,000                     |  | 03 Sep. 2012 



Exelon, Generation and PECO



Option Exercises and Stock Vested



|                |                                          |                           |                                |                          |                                         |  |                               |  |   |          
|--------------- | ---------------------------------------- | ------------------------- | ------------------------------ | ------------------------ | --------------------------------------- |  | ----------------------------- |  | - | ---------
|Name (a)        |                                          | Option Awards(See Note 1) |                                | Stock Awards(See Note 2)
|                | Number ofSharesAcquiredon Exercise(b)(#) |                           | ValueRealizedon Exercise(c)($) |                          | Number ofSharesAcquiredon Vesting(d)(#) |  | ValueRealizedon Vesting(e)($)
|Rowe            |                                          | 550,000                   |                                | $                        | 27,209,265                              |  | 113,262                       |  | $ | 8,300,997
|OBrien         |                                          |                          |                                |                          |                                        |  | 14,665                        |  |   | 1,074,815
|Hilzinger       |                                          |                          |                                |                          |                                        |  | 7,956                         |  |   | 583,123  
|Barnett         |                                          |                          |                                |                          |                                        |  | 6,365                         |  |   | 466,502  
|Young (Note 3)  |                                          | 40,000                    |                                |                          | 1,189,306                               |  | 27,273                        |  |   | 1,998,815
|Crane           |                                          |                          |                                |                          |                                        |  | 22,915                        |  |   | 1,679,446
|McLean          |                                          |                          |                                |                          |                                        |  | 27,273                        |  |   | 1,998,815
|Moler           |                                          | 87,750                    |                                |                          | 4,211,306                               |  | 21,374                        |  |   | 1,566,506
|Pardee          |                                          |                          |                                |                          |                                        |  | 14,034                        |  |   | 1,028,554
|Adams (Note 4)  |                                          |                          |                                |                          |                                        |  | 8,922                         |  |   | 640,334  
|Bonney (Note 4) |                                          |                          |                                |                          |                                        |  | 9,083                         |  |   | 665,976  
|Galvanoni       |                                          | 1,000                     |                                |                          | 52,880                                  |  | 1,109                         |  |   | 81,303   



ComEd



Option Exercises and Stock Vested



|                |                                           |                           |                                 |                          |                                          |  |                                |  |   |        
|--------------- | ----------------------------------------- | ------------------------- | ------------------------------- | ------------------------ | ---------------------------------------- |  | ------------------------------ |  | - | -------
|Name (a)        |                                           | Option Awards(See Note 1) |                                 | Stock Awards(See Note 2)
|                | Number ofShares Acquiredon Exercise(b)(#) |                           | Value Realizedon Exercise(c)($) |                          | Number ofShares Acquiredon Vesting(d)(#) |  | Value Realizedon Vesting(e)($)
|Clark           |                                           | 13,500                    |                                 | $                        | 630,192                                  |  | 13,362                         |  | $ | 979,282
|McDonald        |                                           |                          |                                 |                          |                                         |  | 4,875                          |  |   | 357,268
|Mitchell        |                                           | 12,750                    |                                 |                          | 521,593                                  |  | 8,689                          |  |   | 636,783
|Hooker (Note 4) |                                           | 9,625                     |                                 |                          | 405,176                                  |  | 8,115                          |  |   | 524,013
|Pramaggiore     |                                           | 18,200                    |                                 |                          | 1,052,612                                |  | 2,500                          |  |   | 183,260



Notes
to Option Exercises and Stock Vested Table



|(1) | Messrs. Rowe, Clark, and Mitchell and Ms. Moler exercised all options shown above pursuant to Rule 10b5-1 trading plans that were entered into when the officer was unaware of any
material information regarding Exelon that had not been publicly disclosed. In each case, the formula for the dates, number of options, and sale price was set at the time the trading plans were established.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



---

|(2) | Share amounts are generally composed of performance shares that vested on January 29, 2008, which included 1/3 of the grant made with respect to the three-year performance period ending
December 31, 2007; 1/3 of the grant made with respect to the three-year performance period ending December 31, 2006, and 1/3 of the grant made with respect to the three-year performance period ending December 31, 2005. Shares were
valued at $73.29 upon vesting.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | For Mr. Young, the table reflects all options exercised for the full year and shares vested through the date of his resignation on January 29, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | For Mr. Adams, the shares received on vesting includes 2,213 deferred phantom shares from a legacy PECO Energy grant that vested on September 26, 2008 and were valued at $67.16. For
Mr. Bonney, the shares received on vesting include 3,000 restricted shares that vested on August 15, 2008 and were valued at $73.39. For Mr. Hooker, shares received reflect 4,000 restricted shares that vested on December 31, 2008
and were valued at $55.61.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pension Benefits



Exelon sponsors the Exelon Corporation Retirement Program, a traditional defined
benefit pension plan that covers certain management employees who commenced employment prior to January 1, 2001 and certain collective bargaining unit employees. Effective January 1, 2001, Exelon also established two cash balance defined
benefit pension plans in order to both reduce future retirement benefit costs and provide an option that is portable as the company anticipated a work force that was more mobile that the traditional utility workforce. The cash balance defined
benefit pension plans cover management employees and certain collective bargaining unit employees hired on or after such date, as well as certain management employees hired prior to such date who elected to transfer to a cash balance plan. Each of
these plans is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code.



Covered compensation under the plans generally includes salary and annual incentive payments, which are disclosed in the Summary Compensation Table for the NEOs.
The calculation of retirement benefits under the Exelon Corporation Retirement Program is based upon average earnings for the highest consecutive multi-year period.



Under the cash balance pension plan, a notional account is established for each participant and the account balance grows as a result
of annual benefit credits and annual investment credits. Beginning January 1, 2008, the annual benefit credit under the plan is 7.00% of base pay and annual incentive award (subject to applicable Internal Revenue Code limit). For the portion of
the account balance accrued beginning January 1, 2008, the annual investment credit is the third segment rate of interest on long-term investment grade corporate bonds, as provided for in Internal Revenue Code Section 430(h)(2)(C)(iii).
The Segment Rate will be determined as of November of the year for which the cash balance account receives the investment credit. For the portion of the benefit accrued before January 1, 2008, pending Internal Revenue Service guidance, the
annual investment credit is the greater of 4%, or the average for the year of the S&P 500 Index and the applicable interest rate specified in Section 417(e) of the Internal Revenue Code that is used to determine lump sum payments (the
interest rate is determined in November of each year). Benefits are vested and non-forfeitable after completion of at least three years of service, and are payable following termination of employment. Apart from the benefit credits and vesting
requirement, and as described above, years of service are not relevant to a determination of accrued benefits under the cash balance pension plans.



The Internal Revenue Code limits to $230,000 for 2008 the individual annual compensation that may be taken into account under the tax-qualified retirement plan. As
permitted by Employee Retirement Income Security Act, Exelon sponsors the SERP that allow the payment to certain individuals out of its general assets of any benefits calculated under provisions of the applicable qualified pension plan which may be
above these limits.



For purposes of the SERP, Mr. Crane received an
additional eight years of credited service through December 31, 2006 as part of his employment offer that provides one additional year of service credit for each year of employment to a maximum of 10 additional years. Ms. Moler received as



32



---

part of her employment offer an additional five years of credited service after the completion of five years of service, which occurred in 2005.



Under his employment agreement, Mr. Rowe is entitled to receive a special
supplemental executive retirement plan benefit (the SERP benefit) upon termination of employment. The SERP benefit, when added to all other retirement benefits provided to Mr. Rowe by Exelon, will equal Mr. Rowes SERP benefit,
calculated under the terms of the SERP in effect on March 10, 1998 as if he had earned 20 years of service on March 16, 1998 and one additional year of service on each anniversary of that date occurring prior to his termination of
employment. In the event Mr. Rowes employment had terminated for cause prior to March 16, 2006 (his normal retirement date under his original employment agreement), his entire SERP benefit would have been forfeited. Upon
a termination for cause on or after March 16, 2006 and prior to March 16, 2010, the portion of the SERP benefit accruing after that date is forfeited.



As of January 1, 2004, Exelon does not grant additional years of credited service to executives under the non-qualified pension plans that supplement the
Exelon Corporation Retirement Program for any period in which services are not actually performed, except that up to two years of service credits may be provided under severance or change in control agreements first entered into after such date.
Service credits previously available under employment, change in control or severance agreements or arrangements (or any successors arrangements) are not affected by this policy.



The amount of the change in the pension value for each of the named executive officers is the amount included in the Summary
Compensation Table above in the column headed Change in Pension Value & Nonqualified Deferred Compensation Earnings. The present value of each NEOs accumulated pension benefit is shown in the following tables.



Exelon, Generation and PECO



|              |  |                   |  |                                    |  |                                        |            |                                    |        
|------------- |  | ----------------- |  | ---------------------------------- |  | -------------------------------------- | ---------- | ---------------------------------- | -------
|Name          |  | Plan Name(Note 2) |  | Number of YearsCredited Service(#) |  | Present Value ofAccumulatedBenefit ($) |            | Payments DuringLast Fiscal Year($)
|(a)           |  | (b)               |  | (c)                                |  | (d)                                    |            | (e)                               
|Rowe (Note 1) |  | SAS               |  | 10.80                              |  | $                                      | 434,782    |                                    |        
|              |  | SERP              |  | 30.80                              |  |                                        | 16,433,423 |                                    |        
|OBrien       |  | Cash Balance      |  | 26.51                              |  |                                        | 615,168    |                                    |        
|              |  | SERP              |  | 26.51                              |  |                                        | 520,028    |                                    |        
|Hilzinger     |  | Cash Balance      |  | 6.72                               |  |                                        | 106,746    |                                    |        
|              |  | SERP              |  | 6.72                               |  |                                        | 145,910    |                                    |        
|Barnett       |  | Cash Balance      |  | 5.68                               |  |                                        | 86,947     |                                    |        
|              |  | SERP              |  | 5.68                               |  |                                        | 79,197     |                                    |        
|Young         |  | Cash Balance      |  | 4.92                               |  |                                        |            |                                    | 74,738 
|              |  | SERP              |  | 4.92                               |  |                                        |            |                                    | 235,226
|Crane         |  | SAS               |  | 10.26                              |  |                                        | 266,424    |                                    |        
|              |  | SERP              |  | 20.26                              |  |                                        | 2,130,898  |                                    |        
|McLean        |  | Cash Balance      |  | 6.00                               |  |                                        | 88,440     |                                    |        
|              |  | SERP              |  | 6.00                               |  |                                        | 257,825    |                                    |        
|Moler         |  | SAS               |  | 8.99                               |  |                                        | 406,246    |                                    |        
|              |  | SERP              |  | 13.99                              |  |                                        | 1,791,475  |                                    |        
|Pardee        |  | SAS               |  | 8.84                               |  |                                        | 202,206    |                                    |        
|              |  | SERP              |  | 8.84                               |  |                                        | 487,225    |                                    |        
|Adams         |  | Cash Balance      |  | 19.38                              |  |                                        | 605,079    |                                    |        
|              |  | SERP              |  | 19.38                              |  |                                        | 417,708    |                                    |        
|Bonney        |  | SAP               |  | 19.00                              |  |                                        | 476,123    |                                    |        
|              |  | SERP              |  | 19.00                              |  |                                        | 426,873    |                                    |        
|Galvanoni     |  | Cash Balance      |  | 6.16                               |  |                                        | 91,135     |                                    |        
|              |  | SERP              |  | 6.16                               |  |                                        | 19,101     |                                    |        



33



---



ComEd



|            |  |              |  |                                    |  |                                        |           |                                    | 
|----------- |  | ------------ |  | ---------------------------------- |  | -------------------------------------- | --------- | ---------------------------------- | 
|Name        |  | Plan Name    |  | Number of YearsCredited Service(#) |  | Present Value ofAccumulatedBenefit ($) |           | Payments DuringLast Fiscal Year($)
|(a)         |  | (b)          |  | (c)                                |  | (d)                                    |           | (e)                               
|Clark       |  | SAS          |  | 40.00                              |  | $                                      | 1,761,284 |                                    | 
|            |  | SERP         |  | 40.00                              |  |                                        | 4,665,925 |                                    | 
|McDonald    |  | SAS          |  | 30.27                              |  |                                        | 1,003,906 |                                    | 
|            |  | SERP         |  | 30.27                              |  |                                        | 1,102,458 |                                    | 
|Mitchell    |  | SAP          |  | 37.50                              |  |                                        | 1,531,287 |                                    | 
|            |  | SERP         |  | 37.50                              |  |                                        | 3,618,980 |                                    | 
|Hooker      |  | SAS          |  | 40.00                              |  |                                        | 1,876,599 |                                    | 
|            |  | SERP         |  | 40.00                              |  |                                        | 1,493,565 |                                    | 
|Pramaggiore |  | Cash Balance |  | 10.93                              |  |                                        | 224,392   |                                    | 
|            |  | SERP         |  | 10.93                              |  |                                        | 73,072    |                                    | 



|(1) | Based on discount rates prescribed by the SEC executive compensation disclosure rules, the present value of Mr. Rowes SERP benefit is $16,433,423. Based on lump sum plan rates for
immediate distributions, the comparable lump sum amount applicable for service through December 31, 2008 is $20,312,894. Note that, in any event, payments made upon termination may be delayed for six months in accordance with U.S. Treasury
Department guidance.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | SAS= Service Annuity System, the legacy Commonwealth Edison plan. SAP- Service Annuity Plan, the legacy PECO Energy plan. SERP = applicable non-qualified supplemental pension plan.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Nonqualified Deferred Compensation



The following tables show the amounts that NEOs have accumulated under both the
Deferred Compensation Plan and the Stock Deferral Plan. Both plans were closed to new deferrals of base pay, annual incentive payments or performance shares awards in 2007, and participants were granted a one-time election to receive a distribution
of their accumulated balance in each plan during 2007. The plans will continue in effect for those officers who did not elect to receive the one-time distribution, and their balances will continue to accrue dividends or other earnings until payout
upon termination. Balances in the Deferred Compensation Plan will be settled in cash upon the termination event selected by the officer and will be distributed either in a lump sum, or in annual installments. Share balances in the Stock Deferral
Plan continue to earn the same dividends that are available to all shareholders, which are reinvested as additional shares in the plan. Balances in the plan are distributed in shares of Exelon stock in a lump sum or installments upon termination of
employment.



The Deferred Compensation Plan continues in effect, without
change, for those officers who participate in the 401(k) savings plan and who reach their statutory contribution limit during the year. After this limit is reached, their elected payroll contributions and company matching contribution will be
credited to their account in the Deferred Compensation Plan. The investment options under the Deferred Compensation Plan consist of a basket of mutual funds benchmarks that mirror those funds available to all employees through the 401(k) plan, with
the exception of one benchmark fund that offers a fixed percentage return over a specified market return. Deferred amounts generally represent unfunded unsecured obligations of the company.



34



---

Exelon, Generation and PECO



Nonqualified Deferred Compensation



|          |  |                                          |        |                                           |   |                                     |  |          |                                       |  |         |                                          |  |   |          
|--------- |  | ---------------------------------------- | ------ | ----------------------------------------- | - | ----------------------------------- |  | -------- | ------------------------------------- |  | ------- | ---------------------------------------- |  | - | ---------
|Name (a)  |  | ExecutiveContributionsin 2008(b)Note (1) |        | RegistrantContributionsin
2008(c)Note (2) |   | AggregateEarnings in2008(d)Note (3) |  |          | AggregateWithdrawals/Distributions(e) |  |         | AggregateBalance at12/31/2008(f)Note (4)
|Rowe      |  | $                                        | 62,221 |                                           | $ | 62,221                              |  | (61,397  | )                                     |  |        |                                          |  | $ | 183,122  
|OBrien   |  |                                          | 13,277 |                                           |   | 13,277                              |  | (544,082 | )                                     |  |        |                                          |  |   | 1,136,342
|Hilzinger |  |                                          | 8,931  |                                           |   | 8,931                               |  | (4,062   | )                                     |  |        |                                          |  |   | 23,896   
|Barnett   |  |                                          | 29,096 |                                           |   | 9,481                               |  | (15,451  | )                                     |  |        |                                          |  |   | 59,655   
|Young     |  |                                          |       |                                           |   |                                    |  | (10,605  | )                                     |  | (40,234 | )                                        |  |   |         
|Crane     |  |                                          | 53,923 |                                           |   | 26,635                              |  | (6,812   | )                                     |  |        |                                          |  |   | 136,541  
|McLean    |  |                                          | 17,558 |                                           |   | 17,558                              |  | (126,743 | )                                     |  |        |                                          |  |   | 404,429  
|Moler     |  |                                          | 32,961 |                                           |   | 16,269                              |  | (23,165  | )                                     |  |        |                                          |  |   | 70,737   
|Pardee    |  |                                          | 37,029 |                                           |   | 18,072                              |  | (4,611   | )                                     |  |        |                                          |  |   | 92,799   
|Adams     |  |                                          |       |                                           |   |                                    |  |         |                                       |  |        |                                          |  |   |         
|Bonney    |  |                                          |       |                                           |   |                                    |  |         |                                       |  |        |                                          |  |   |         
|Galvanoni |  |                                          | 3,802  |                                           |   | 2,000                               |  | 247      |                                       |  |        |                                          |  |   | 6,050    



Nonqualified Deferred Compensation



ComEd



|            |  |                                          |  |                                           |  |                                     |   |  |                                       |  |                                         
|----------- |  | ---------------------------------------- |  | ----------------------------------------- |  | ----------------------------------- | - |  | ------------------------------------- |  | ----------------------------------------
|Name (a)    |  | ExecutiveContributionsin 2008(b)Note (1) |  | RegistrantContributionsin 2008(c)Note (2) |  | AggregateEarnings in2008(d)Note (3) |   |  | AggregateWithdrawals/Distributions(e) |  | AggregateBalance at12/31/2008(f)Note (4)
|Clark       |  | 39,169                                   |  | 19,488                                    |  | (24,074                             | ) |  |                                      |  | 86,051                                  
|McDonald    |  | 6,362                                    |  | 5,302                                     |  | (2,010                              | ) |  |                                      |  | 19,105                                  
|Mitchell    |  | 32,269                                   |  | 15,923                                    |  | (17,761                             | ) |  |                                      |  | 73,759                                  
|Hooker      |  | 15,269                                   |  | 7,500                                     |  | (63,007                             | ) |  |                                      |  | 165,552                                 
|Pramaggiore |  |                                         |  |                                          |  |                                    |   |  |                                      |  |                                        



|(1) | The full amount shown for executive contributions are included in the base salary figures for each NEO shown above in the Summary Compensation Table.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The full amount shown under registrant contributions are included in the company contributions to savings plans for each NEO shown above in the All Other Compensation Table.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The amount shown under aggregate earnings reflects the NEOs gain or loss based upon the individual allocation of their notional account balance into the basket of mutual fund benchmarks.
These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | For all NEOs the aggregate balance shown above includes those amounts, both executive contributions and registrant contributions, that have been disclosed either as base salary as described
in Note 1 or as company contributions under all other compensation as described in Note 2 for the current fiscal year. In 2007, all NEOs received a distribution of their entire account balance in the plan accumulated through December 31, 2006
except for Mr. OBrien, Mr. McLean, and Mr. Hooker. Mr. Hooker is a new participant in the plan for 2008. Mr. OBrien and Mr. McLean have been disclosed as NEOs in filings made with the SEC since 2003 that
reported compensation for the fiscal year ending December 31, 2002. Since that time all deferrals have been disclosed as base salary in the year deferred and all company matching contributions have been disclosed as other annual compensation.
For Mr. OBrien, the aggregate of previously disclosed contributions through 2007 is $820,538 and for Mr. McLean, $200,631.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



35



---

Potential Payments upon Termination or Change in Control



Employment agreement with Mr. Rowe



Under the amended and restated employment agreement between Exelon and Mr. Rowe, Mr. Rowe will continue to serve as Chief Executive Officer of Exelon,
Chairman of Exelons board of directors and a member of the board of directors until July 1, 2011.



If, prior to July 1, 2011, Exelon terminates Mr. Rowes employment for reasons other than cause, death or disability or Mr. Rowe terminates his
employment for good reason, he would be eligible for the following benefits:



| |  |  | a lump sum payment of Mr. Rowes accrued but unpaid base salary and annual incentive, if any, and a prorated annual incentive for the year in which his employment
terminates based on the lesser of (1) the annual incentive that would have been paid based on actual performance without application of negative discretion to reduce the amount of the award, and (2) the formula annual incentive (i.e., the
greater of the annual incentive for the last year ending prior to termination or the average of the annual incentives payable with respect to Mr. Rowes last three full years of employment);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a lump sum severance payment equal to his base salary and the formula annual incentive, multiplied by the lesser of (a) two and (b) the number of years (including
fractional years) remaining until the later of July 1, 2011 or the first anniversary of the termination date.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continuation of life, disability, accident, health and other active welfare benefits for him and his family for a period equal to the lesser of (a) two years and
(b) the number of years (including fractional years) remaining until the later of July 1, 2011 or the first anniversary of the termination date, followed by post-retirement health care coverage for him and his wife for the remainder of
their respective lives;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | all exercisable stock options remain exercisable until the applicable option expiration date;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | non-vested stock options become exercisable and thereafter remain exercisable until the applicable option expiration date;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | previously earned but non-vested performance share units vest, consistent with the terms of the performance share unit award program under the LTIP, and an award based on
actual performance for the year in which the termination occurs; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any non-vested restricted stock award vests.
| | - |  | --------------------------------------------



Mr. Rowe would receive the termination benefits described in the preceding paragraph, if, prior to July 1, 2011, Exelon terminates Mr. Rowe without
cause or he terminates his employment for good reason, and



| |  |  | the termination occurs within 24 months after a Change in Control of Exelon or within 18 months after a Significant Acquisition, as such terms are described under
Change in Control Employment Agreements and Severance Plan Covering Other Named Executives; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Rowe resigns before July 1, 2011 because of the failure to be appointed or elected as Exelons Chief Executive Officer, Chairman of Exelons board of
directors, and a member of the board of directors; except that:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the annual incentive award described above and payable for the year in which Mr. Rowes employment terminates will be paid in full, rather than prorated;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a lump sum severance payment equal to his base salary and the formula annual incentive multiplied by the lesser of (a) three and (b) the number of years (including
fractional years) remaining until the later of July 1, 2011 or the first anniversary of the termination date;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



---

| |  |  | in determining the amount of such full formula annual incentive and lump sum severance payment, the formula annual incentive will be the greater of the amount described in
the preceding paragraph or the target annual incentive for the year in which his employment terminates, but not greater than the annual incentive for the year in which the termination occurs based on actual performance without the application of
negative discretion to reduce the amount of the award;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continued active welfare benefits will be provided for the lesser of (1) three years and (2) the number of years (including fractional years) remaining until the
later of July 1, 2011 and the first anniversary of the termination date;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the SERP benefit will be determined taking into account the lump sum severance payment, as though it were paid in installments and Mr. Rowe remained employed during the
severance period; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | professional outplacement services will be provided for up to twelve months.
| | - |  | ----------------------------------------------------------------------------



In the event Mr. Rowes employment terminates for cause, all stock options (whether vested or non-vested), non-vested performance shares
and restricted stock will be forfeited. Upon a termination for cause on or before March 16, 2010 (the retirement date specified under his prior agreement), the portion of the SERP benefit that accrued after March 16, 2006 also will be
forfeited.



The term good reason means any material breach of
the employment agreement by Exelon, including:



| |  |  | a failure to provide compensation and benefits required under the employment agreement (including a reduction in base salary that is not commensurate with and applied to
Exelons other senior executives) without Mr. Rowes consent;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | causing Mr. Rowe to report to someone other than Exelons board of directors;
| | - |  | -----------------------------------------------------------------------------



| |  |  | any material adverse change in Mr. Rowes status, responsibilities or perquisites; or
| | - |  | -------------------------------------------------------------------------------------



| |  |  | any announcement by Exelons board of directors without Mr. Rowes consent that Exelon is seeking his replacement, other than with respect to the period
following his retirement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



With respect to a
termination of employment during the Change in Control or Significant Acquisition periods described above, the following events will constitute additional grounds for termination for good reason:



| |  |  | a good faith determination by Mr. Rowe that he is substantially unable to perform, or that there has been a material reduction in, any of his duties, functions,
responsibilities or authority;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure of any successor to assume his employment agreement;
| | - |  | ----------------------------------------------------------------



| |  |  | a relocation of Exelons principal offices by more than 50 miles; or
| | - |  | --------------------------------------------------------------------



| |  |  | a 20% increase in the amount of time that Mr. Rowe must spend traveling for business outside of the Chicago area.
| | - |  | -----------------------------------------------------------------------------------------------------------------



The term cause means any of the following, unless cured within the time
period specified in the agreement:



| |  |  | conviction of a felony or of a misdemeanor involving moral turpitude, fraud or dishonesty;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | willful misconduct in the performance of duties intended to personally benefit the executive; or
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | material breach of the agreement (other than as a result of incapacity due to physical or mental illness).
| | - |  | ----------------------------------------------------------------------------------------------------------



37



---

Upon Mr. Rowes retirement or other termination of employment other than for cause:



| |  |  | Mr. Rowe is required to attend board of directors meetings as requested by the board or the then-chairman, attend civic, charitable and corporate events, serve on civic
and charitable boards and represent the Company at industry and trade association events as Exelons representative, each as mutually agreed;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Exelon is required to provide Mr. Rowe with five years of office and secretarial services and up to three years of tax, financial and estate planning services;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | he will be eligible to receive reasonably requested tax, financial and estate planning services for three years (or one year following his death), but only consistent with
Exelons practices for other senior executives (the Company does not currently offer such services to senior executives);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | he will receive a prorated annual incentive for the year in which the termination occurs, determined under the method described above for a good reason
termination;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | all exercisable stock options remain exercisable until the applicable option expiration date;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | non-vested stock options become exercisable and thereafter remain exercisable until the applicable option expiration;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | previously earned but non-vested performance share units vest, consistent with the terms of the performance share award program under the LTIP, and he will receive an award
for the year in which the termination occurs; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any non-vested restricted stock award vests, unless otherwise provided in the grant instrument.
| | - |  | -----------------------------------------------------------------------------------------------



The term retirement means:



| |  |  | Mr. Rowes termination of his employment other than for good reason, disability or death;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Exelons termination of his employment on or after July 1, 2011 other than for cause or disability.
| | - |  | ---------------------------------------------------------------------------------------------------



Mr. Rowe is subject to confidentiality restrictions and to non-competition,
non-solicitation and non-disparagement restrictions continuing in effect for two years following his termination of employment, and is required to sign a general release to receive severance payments. He will also be eligible to receive an
additional payment to cover excise taxes imposed under Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law if the after-tax amount of payments and benefits subject to these taxes exceeds
110% of the safe harbor amount that would not subject the employee to these excise taxes. If the after-tax amount, however, is less than 110% of the safe harbor amount, payments and benefits subject to these taxes would be reduced or eliminated to
equal the safe harbor amount. If any payment to Mr. Rowe would be subject to a penalty under Section 409A of the Internal Revenue Code, Exelon payment of such amount will be delayed by six months after the termination date, and his
agreement will be otherwise interpreted and construed to comply with Section 409A.



Change in control employment agreements and severance plan covering other named executives



Exelon has entered into change in control employment agreements with the named executive officers other than Mr. Rowe, which generally protect such
executives position and compensation levels for two years after a change in control of Exelon. The agreements are initially effective for a period of two years, and provide for a one-year extension each year thereafter until cancellation or
termination of employment.



38



---

During the 24-month period following a change in control, or
during the 18-month period following another significant corporate transaction affecting the executives business unit in which Exelon shareholders retain between 60% and 662/3% control (a significant acquisition), if a named executive officer resigns for good reason or if the executives employment is terminated
by Exelon other than for cause or disability, the executive is entitled to the following:



| |  |  | the executives annual incentive and performance share unit awards for the year in which termination occurs;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | severance payments equal to 2.99 times the sum of (1) the executives base salary plus (2) the higher of the executives target annual incentive for the
year of termination or the executives average annual incentive award payments for the two years preceding the termination, but not more than the annual incentive for the year of termination based on actual performance before the application of
negative discretion;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a benefit equal to the amount payable under the SERP determined as if (1) the SERP benefit were fully vested, (2) the executive had 2.99 additional years of age and
years of service (2.0 years for executives who first entered into such agreements after 2003) and (3) the severance pay constituted covered compensation for purposes of the SERP;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a cash payment equal to the actuarial equivalent present value of any non-vested accrued benefit under Exelons qualified defined benefit retirement plan;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | all previously-awarded stock options, performance shares or units, restricted stock, or restricted share units become fully vested, and the stock options remain exercisable
until (1) the option expiration date, for options granted before January 1, 2002 or (2) the earlier of the fifth anniversary of his termination date or the options expiration date, for options granted after that date;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | life, disability, accident, health and other welfare benefit coverage continues for three years on the same terms and conditions applicable to active employees, followed by
retiree health coverage if the executive has attained at least age 50 and completed at least ten years of service (or any lesser eligibility requirement then in effect for regular employees); and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | outplacement services for at least twelve months.
| | - |  | -------------------------------------------------



The change in control benefits are also provided if the executive is terminated other than for cause or disability, or terminates for good reason (1) after a
tender offer or proxy contest commences, or after Exelon enters into an agreement which, if consummated, would cause a change in control, and within one year after such termination a change in control does occur, or (2) within two years after a
sale or spin-off of the executives business unit in contemplation of a change in control that actually occurs within 60 days after such sale or spin-off (a disaggregation).



A change in control generally occurs:



| |  |  | when any person acquires 20% of Exelons voting securities;
| | - |  | -----------------------------------------------------------



| |  |  | when the incumbent members of the Exelon board of directors (or new members nominated by a majority of incumbent directors) cease to constitute at least a majority of the
members of the Exelon board of directors;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | upon consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 50% of Exelons operating assets (excluding a transaction where
Exelon shareholders retain at least 60% of the voting power); or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | upon shareholder approval of a plan of complete liquidation or dissolution.
| | - |  | ---------------------------------------------------------------------------



39



---

The term good reason under the change in control employment agreements generally includes any of the following
occurring within two years after a change in control or disaggregation or within 18 months after a significant acquisition:



| |  |  | a material reduction in salary, incentive compensation opportunity or aggregate benefits, unless such reduction is part of a policy, program or arrangement applicable to peer
executives;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | failure of a successor to assume the agreement;
| | - |  | -----------------------------------------------



| |  |  | a material breach of the agreement by Exelon; or
| | - |  | ------------------------------------------------



| |  |  | any of the following, but only after a change in control or disaggregation: (1) a material adverse reduction in the executives position, duties or responsibilities
(other than a change in the position or level of officer to whom the executive reports or a change that is part of a policy, program or arrangement applicable to peer executives) or (2) a required relocation by more than 50 miles.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The term cause under the change in control employment
agreements generally includes any of the following:



| |  |  | refusal to perform or habitual neglect in the performance of duties or responsibilities or of specific directives of the officer to whom the executive reports which are not
materially inconsistent with the scope and nature of the executives duties and responsibilities;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | willful or reckless commission of acts or omissions which have resulted in or are likely to result in a material loss or material damage to the reputation of Exelon or any of
its affiliates, or that compromise the safety of any employee;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | commission of a felony or any crime involving dishonesty or moral turpitude;
| | - |  | ----------------------------------------------------------------------------



| |  |  | material violation of the code of business conduct which would constitute grounds for immediate termination of employment, or of any statutory or common-law duty of loyalty;
or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any breach of the executives restrictive covenants.
| | - |  | ----------------------------------------------------



Executives who have entered into change in control employment agreements will be eligible to receive an additional payment to cover excise taxes imposed under
Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law, but only if the after-tax amount of payments and benefits subject to these taxes exceeds 110% of the safe harbor amount that would not
subject the employee to these excise taxes. If the after-tax amount is less than 110% of the safe harbor amount, then payments and benefits subject to these taxes would be reduced or eliminated to equal the safe harbor amount.



If a named executive officer other than Mr. Rowe resigns for good reason or is
terminated by Exelon other than for cause or disability, in each case under circumstances not covered by an individual change in control employment agreement, the named executive officer may be eligible for the following non-change in control
benefits under the Exelon Corporation Senior Management Severance Plan:



| |  |  | prorated payment of the executives annual incentive and performance share unit awards for the year in which termination occurs;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | for a two-year severance period, continued payment of an amount representing base salary and target annual incentive;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | a benefit equal to the amount payable under the SERP determined as if the severance payments were paid as ordinary base salary and annual incentive;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



40



---

| |  |  | for the two-year severance period, continuation of health, basic life and other welfare benefits the executive was receiving immediately prior to the severance period on the
same terms and conditions applicable to active employees, followed by retiree health coverage if the executive has attained at least age fifty and completed at least ten years of service (or any lesser eligibility requirement then in effect for
non-executive employees); and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | outplacement services for at least six months.
| | - |  | ----------------------------------------------



Payments under the Senior Management Severance Plan are subject to reduction by Exelon to the extent necessary to avoid imposition of excise taxes imposed by
Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law.



The term good reason under the Senior Management Severance Plan means either of the following:



| |  |  | a material reduction of the executives salary, incentive compensation opportunity or aggregate benefits unless such reduction is part of a policy, program or
arrangement applicable to peer executives of Exelon or of the business unit that employs the executive; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a material adverse reduction in the executives position or duties (other than a change in the position or level of officer to whom the executive reports) that is not
applicable to peer executives of Exelon or of the executives business unit, but excluding any change (1) resulting from a reorganization or realignment of all or a significant portion of the business, operations or senior management of
Exelon or of the executives business unit or (2) that generally places the executive in substantially the same level of responsibility.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The term cause under the Senior Management Severance Plan has the same meaning as the definition of such term under the individual
change in control employment agreements.



Benefits under the change in
control employment agreements and the Senior Management Severance Plan are subject to termination upon an executives violation of his or her restrictive covenants, and incentive payments under the agreements and the plan are subject to the
recoupment policy adopted by the Compensation Committee of the Board of Directors.



41



---

Estimated Value of Benefits to be Received Upon Retirement



The following tables show the estimated value of payments and other benefits to be conferred upon the NEOs assuming they retired as of
December 31, 2008. These payments and benefits are in addition to the present value of the accumulated benefits from each NEOs qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the
aggregate balance due to each NEO that is shown in the tables within the Nonqualified Deferred Compensation section.



Exelon, Generation and PECO



|          |  |                        |           |                                         |   |                                        |  |                                                |           |  |   |           
|--------- |  | ---------------------- | --------- | --------------------------------------- | - | -------------------------------------- |  | ---------------------------------------------- | --------- |  | - | ----------
|Name      |  | CashPayment($)Note (1) |           | Value ofUnvestedEquityAwards($)Note (2) |   | PerquisitesandOtherBenefits($)Note (4) |  | TotalValue ofAllPaymentsandBenefits($)Note
(5)
|Rowe      |  | $                      | 1,835,000 |                                         | $ | 17,289,000                             |  | $                                              | 1,575,000 |  | $ | 20,699,000
|OBrien   |  |                        |          |                                         |   |                                       |  |                                                |          |  |   |          
|Hilzinger |  |                        |          |                                         |   |                                       |  |                                                |          |  |   |          
|Barnett   |  |                        |          |                                         |   |                                       |  |                                                |          |  |   |          
|Crane     |  |                        | 750,000   |                                         |   | 4,070,000                              |  |                                                |          |  |   | 4,820,000 
|McLean    |  |                        |          |                                         |   |                                       |  |                                                |          |  |   |          
|Moler     |  |                        | 329,000   |                                         |   | 3,398,000                              |  |                                                |          |  |   | 3,727,000 
|Pardee    |  |                        |          |                                         |   |                                       |  |                                                |          |  |   |          
|Adams     |  |                        | 176,000   |                                         |   | 1,202,000                              |  |                                                |          |  |   | 1,378,000 
|Bonney    |  |                        | 121,000   |                                         |   | 935,000                                |  |                                                |          |  |   | 1,056,000 
|Galvanoni |  |                        |          |                                         |   |                                       |  |                                                |          |  |   |          



ComEd



|            |  |                        |         |                                         |   |                                              |  |                                        |           |                                                |   |   |  |   |          
|----------- |  | ---------------------- | ------- | --------------------------------------- | - | -------------------------------------------- |  | -------------------------------------- | --------- | ---------------------------------------------- | - | - |  | - | ---------
|Name        |  | CashPayment($)Note (1) |         | Value ofUnvestedEquityAwards($)Note (2) |   | Value ofComEdCash BasedLTIPAwards($)Note (3) |  | PerquisitesandOtherBenefits($)Note (4) |           | TotalValue ofAllPaymentsandBenefits($)Note
(5)
|Clark       |  | $                      | 495,000 |                                         | $ | 580,000                                      |  | $                                      | 2,763,000 |                                                | $ |  |  | $ | 3,838,000
|McDonald    |  |                        | 196,000 |                                         |   | 224,000                                      |  |                                        | 1,056,000 |                                                |   |  |  |   | 1,476,000
|Mitchell    |  |                        | 331,000 |                                         |   | 389,000                                      |  |                                        | 1,904,000 |                                                |   |  |  |   | 2,624,000
|Hooker      |  |                        | 189,000 |                                         |   | 184,000                                      |  |                                        | 848,000   |                                                |   |  |  |   | 1,221,000
|Pramaggiore |  |                        | 223,000 |                                         |   | 125,000                                      |  |                                        | 965,000   |                                                |   |  |  |   | 1,313,000



|(1) | Under the terms of the Companys Annual Incentive Program, officers receive a pro-rated incentive award based on the number of days worked during the year of retirement. Mr. Rowe
would generally be entitled to a pro-rated portion of his Formula Annual Incentive as specified by his employment agreement. His Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of termination,
(ii) the actual annual incentive paid for the latest calendar year ended on or before the termination date, and (iii) the average annual incentive paid for the three years prior to the year of termination.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The Value of Unvested Equity Awards includes the sum of previously unvested stock options, previously earned but unvested performance share units, a pro-rated target
performance share unit award for the year of retirement, and, if applicable (depending upon each officers individual restricted stock or restricted stock unit awards (if any)), the value of any unvested restricted stock or restricted stock
units that may vest upon retirement. For previously unvested stock options, the value is determined by taking the spread between the closing price of Exelon stock on December 31, 2008, which was $55.61 and the exercise price of each unvested
stock option grant, multiplied by the number of unvested options. If an NEO
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



42



---

| | has attained age 50 with 10 or more years of service (or deemed service), his or her unvested stock options will vest upon termination of employment because he or she
has satisfied the definition of retirement under the LTIP. For all performance share units and restricted shares or restricted share units, the value is based on the December 31, 2008 closing price of Exelon stock.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The value of cash based LTIP awards includes the value of earned and unvested award amounts and unearned award amounts. Pursuant to the ComEd LTIP, participants receive a pro-rated incentive
award for the year of termination, if termination occurs due to retirement. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the unearned award amount represents the
executives 2008 target award.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Pursuant to his employment agreement, Mr. Rowe would be entitled to five years of office and secretarial services and up to three years of tax, financial and estate planning services.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The estimate of total payments and benefits is based on a December 31, 2008 termination date.
|--- | ---------------------------------------------------------------------------------------------



Estimated Value of Benefits to be Received Upon Termination due to Death or Disability



The following tables show the estimated value of payments and other benefits to be conferred upon the NEOs assuming their employment
is terminated due to death or disability as of December 31, 2008. These payments and benefits are in addition to the present value of the accumulated benefits from the NEOs qualified and non-qualified pension plans shown in the tables
within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the Nonqualified Deferred Compensation section.



Exelon, Generation and PECO



|          |  |                        |           |                                         |   |                                        |  |                                                |        |  |   |           
|--------- |  | ---------------------- | --------- | --------------------------------------- | - | -------------------------------------- |  | ---------------------------------------------- | ------ |  | - | ----------
|Name      |  | CashPayment($)Note
(1) |           | Value ofUnvestedEquityAwards($)Note (2) |   | PerquisitesandOtherBenefits($)Note (4) |  | TotalValue ofAllPaymentsandBenefits($)Note
(5)
|Rowe      |  | $                      | 1,835,000 |                                         | $ | 17,289,000                             |  | $                                              | 75,000 |  | $ | 19,199,000
|OBrien   |  |                        | 429,000   |                                         |   | 2,953,000                              |  |                                                |       |  |   | 3,382,000 
|Hilzinger |  |                        | 319,000   |                                         |   | 2,215,000                              |  |                                                |       |  |   | 2,534,000 
|Barnett   |  |                        | 148,000   |                                         |   | 1,051,000                              |  |                                                |       |  |   | 1,199,000 
|Crane     |  |                        | 750,000   |                                         |   | 6,851,000                              |  |                                                |       |  |   | 7,601,000 
|McLean    |  |                        | 510,000   |                                         |   | 4,686,000                              |  |                                                |       |  |   | 5,196,000 
|Moler     |  |                        | 329,000   |                                         |   | 3,676,000                              |  |                                                |       |  |   | 4,005,000 
|Pardee    |  |                        | 484,000   |                                         |   | 3,107,000                              |  |                                                |       |  |   | 3,591,000 
|Adams     |  |                        | 176,000   |                                         |   | 1,424,000                              |  |                                                |       |  |   | 1,600,000 
|Bonney    |  |                        | 121,000   |                                         |   | 935,000                                |  |                                                |       |  |   | 1,056,000 
|Galvanoni |  |                        | 92,000    |                                         |   | 576,000                                |  |                                                |       |  |   | 668,000   



ComEd



|            |  |                        |         |                                         |   |                                              |  |                                        |           |                                                |   |   |  |   |          
|----------- |  | ---------------------- | ------- | --------------------------------------- | - | -------------------------------------------- |  | -------------------------------------- | --------- | ---------------------------------------------- | - | - |  | - | ---------
|Name        |  | CashPayment($)Note
(1) |         | Value ofUnvestedEquityAwards($)Note (2) |   | Value ofComEdCash BasedLTIPAwards($)Note (3) |  | PerquisitesandOtherBenefits($)Note (4) |           | TotalValue ofAllPaymentsandBenefits($)Note (5)
|Clark       |  | $                      | 495,000 |                                         | $ | 858,000                                      |  | $                                      | 2,763,000 |                                                | $ |  |  | $ | 4,116,000
|McDonald    |  |                        | 196,000 |                                         |   | 224,000                                      |  |                                        | 1,056,000 |                                                |   |  |  |   | 1,476,000
|Mitchell    |  |                        | 331,000 |                                         |   | 667,000                                      |  |                                        | 1,904,000 |                                                |   |  |  |   | 2,902,000
|Hooker      |  |                        | 189,000 |                                         |   | 184,000                                      |  |                                        | 848,000   |                                                |   |  |  |   | 1,221,000
|Pramaggiore |  |                        | 223,000 |                                         |   | 347,000                                      |  |                                        | 965,000   |                                                |   |  |  |   | 1,535,000



43



---



|(1) | Officers receive a pro-rated annual incentive award based on the number of days worked during the year of termination. Mr. Rowe would generally be entitled to a pro-rated portion of his
Formula Annual Incentive as specified by his employment agreement. His Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of termination, (ii) the actual annual incentive paid for the latest
calendar year ended on or before the termination date, and (iii) the average annual incentive paid for the three years prior to the year of termination.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The Value of Unvested Equity Awards includes the sum of previously unvested stock options, previously earned but unvested performance share units, a pro-rated target performance share unit
award for the year of termination, and, if applicable (depending upon each officers individual restricted stock or restricted stock unit awards (if any)), the value of any unvested restricted stock or restricted stock units that may vest upon
death or disability. For previously unvested stock options, the value is determined by taking the spread between the closing price of Exelon stock on December 31, 2008, which was $55.61, and the exercise price of each unvested stock option
grant, multiplied by the number of unvested options. Under the terms of the LTIP, if an optionee terminates employment due to death or disability, all options vest upon termination. For all performance share units and restricted shares or restricted
share units, the value is based on the December 31, 2008 closing price of Exelon stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The value of cash based LTIP awards includes the value of earned and unvested award amounts and unearned award amounts. Pursuant to the ComEd LTIP, participants receive a pro-rated incentive
award for the year of termination, if termination occurs due to retirement. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the unearned award amount represents the
executives 2008 target award.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Pursuant to his employment agreement, in the event of a disability, Mr. Rowe would be entitled to up to three years of tax, financial and estate planning services. In the event of his
death, Mr. Rowes beneficiaries would be entitled to one year of tax, financial and planning services.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Estimated Value of Benefits to be Received Upon Involuntary Separation Not Related to a Change in Control



The following tables show the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were
terminated as of December 31, 2008 under the terms of the Amended and Restated Senior Management Severance Plan. These payments and benefits are in addition to the present value of the accumulated benefits from the NEOs qualified and
non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the Nonqualified Deferred Compensation section.



Exelon, Generation and PECO



|          |  |                        |           |                                          |   |                                         |  |                                                |            |                                        |   |                                                |  |   |           |  |   |           
|--------- |  | ---------------------- | --------- | ---------------------------------------- | - | --------------------------------------- |  | ---------------------------------------------- | ---------- | -------------------------------------- | - | ---------------------------------------------- |  | - | --------- |  | - | ----------
|Name      |  | CashPayment($)Note
(1) |           | RetirementBenefitEnhance-ment($)Note (2) |   | Value ofUnvestedEquityAwards($)Note (3) |  | HealthandWelfareBenefitContinuation($)Note (5) |            | PerquisitesandOtherBenefits($)Note (6) |   | TotalValue ofAllPaymentsandBenefits($)Note
(7)
|Rowe      |  | $                      | 8,365,000 |                                          | $ | 1,779,000                               |  | $                                              | 17,289,000 |                                        | $ | 380,000                                        |  | $ | 1,615,000 |  | $ | 29,428,000
|OBrien   |  |                        | 2,249,000 |                                          |   | 127,000                                 |  |                                                | 2,860,000  |                                        |   | 87,000                                         |  |   | 40,000    |  |   | 5,363,000 
|Hilzinger |  |                        | 1,339,000 |                                          |   | 71,000                                  |  |                                                | 1,470,000  |                                        |   | 21,000                                         |  |   | 40,000    |  |   | 2,941,000 
|Barnett   |  |                        | 711,000   |                                          |   | 44,000                                  |  |                                                | 1,010,000  |                                        |   | 15,000                                         |  |   | 40,000    |  |   | 1,820,000 
|Crane     |  |                        | 3,550,000 |                                          |   | 1,976,000                               |  |                                                | 4,973,000  |                                        |   | 125,000                                        |  |   | 40,000    |  |   | 10,664,000
|McLean    |  |                        | 2,635,000 |                                          |   | 149,000                                 |  |                                                | 4,013,000  |                                        |   | 180,000                                        |  |   | 40,000    |  |   | 7,017,000 
|Moler     |  |                        | 1,833,000 |                                          |   | 494,000                                 |  |                                                | 3,398,000  |                                        |   | 99,000                                         |  |   | 40,000    |  |   | 5,864,000 
|Pardee    |  |                        | 2,244,000 |                                          |   | 412,000                                 |  |                                                | 2,504,000  |                                        |   | 26,000                                         |  |   | 40,000    |  |   | 5,226,000 
|Adams     |  |                        | 1,136,000 |                                          |   | 74,000                                  |  |                                                | 1,220,000  |                                        |   | 27,000                                         |  |   | 40,000    |  |   | 2,497,000 
|Bonney    |  |                        | 602,000   |                                          |   | 206,000                                 |  |                                                | 935,000    |                                        |   | 14,000                                         |  |   | 40,000    |  |   | 1,797,000 
|Galvanoni |  |                        | 443,000   |                                          |   | 26,000                                  |  |                                                | 453,000    |                                        |   | 14,000                                         |  |   | 40,000    |  |   | 976,000   



44



---

ComEd



|            |  |                        |           |                                          |   |                                         |  |                                              |         |                                                |   |                                        |  |                                                |         |  |   |        |  |   |          
|----------- |  | ---------------------- | --------- | ---------------------------------------- | - | --------------------------------------- |  | -------------------------------------------- | ------- | ---------------------------------------------- | - | -------------------------------------- |  | ---------------------------------------------- | ------- |  | - | ------ |  | - | ---------
|Name        |  | CashPayment($)Note
(1) |           | RetirementBenefitEnhance-ment($)Note (2) |   | Value ofUnvestedEquityAwards($)Note (3) |  | Value ofComEdCash BasedLTIPAwards($)Note (4) |         | HealthandWelfareBenefitContinuation($)Note (5) |   | PerquisitesandOtherBenefits($)Note (6) |  | TotalValue ofAllPaymentsandBenefits($)Note (7)
|Clark       |  | $                      | 2,420,000 |                                          | $ | 866,000                                 |  | $                                            | 580,000 |                                                | $ | 2,763,000                              |  | $                                              | 141,000 |  | $ | 40,000 |  | $ | 6,810,000
|McDonald    |  |                        | 930,000   |                                          |   | 441,000                                 |  |                                              | 224,000 |                                                |   | 1,056,000                              |  |                                                | 50,000  |  |   | 40,000 |  |   | 2,741,000
|Mitchell    |  |                        | 1,803,000 |                                          |   | 1,065,000                               |  |                                              | 512,000 |                                                |   | 1,904,000                              |  |                                                | 167,000 |  |   | 40,000 |  |   | 5,491,000
|Hooker      |  |                        | 1,089,000 |                                          |   | 331,000                                 |  |                                              | 184,000 |                                                |   | 848,000                                |  |                                                | 75,000  |  |   | 40,000 |  |   | 2,567,000
|Pramaggiore |  |                        | 984,000   |                                          |   | 53,000                                  |  |                                              | 184,000 |                                                |   | 965,000                                |  |                                                | 20,000  |  |   | 40,000 |  |   | 2,246,000



|(1) | The cash payment is composed of payment equal to a specified multiple of the NEOs base salary plus a pro-rated annual incentive award based on the number of days worked in the year of
termination. Mr. Rowe, would generally be entitled to his Formula Annual Incentive as specified by his employment agreement. His Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of
termination, (ii) the actual annual incentive paid for the latest calendar year ended on or before the termination date, and (iii) the average annual incentive paid for the three years prior to the year of termination. For all officers
except Messrs. Barnett, Bonney, Galvanoni, Hilzinger and McDonald and Ms. Pramaggiore, the multiple used for base salary and annual incentive is 2. For Messrs. Barnett, Bonney and Galvanoni and Ms. Pramaggiore the multiple is 1.25 and for
Messrs. Hilzinger and McDonald the multiple is 1.5.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The retirement benefit enhancement consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the severance
pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of the non-qualified pension plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Value of Unvested Equity Awards includes the sum of previously unvested stock options, previously earned, but unvested performance share units, a pro-rated target performance share unit
award for the year of retirement, and, if applicable (depending upon each officers individual restricted stock or restricted stock unit awards (if any), the value of any unvested restricted stock that may vest upon involuntary separation not
related to a change in control. For previously unvested stock options, the value is determined by taking the spread between the closing price of Exelon stock on December 31, 2008, which was $55.61, and the exercise price of each unvested stock
option grant, multiplied by the number of unvested options. If an NEO has attained age 50 with 10 or more years of service (or certain deemed service), his or her unvested stock options will vest upon termination of employment because he or she has
satisfied the definition of retirement under the LTIP. For all performance shares or restricted shares, the value is based on the December 31, 2008 closing price of Exelon stock.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The value of cash based LTIP awards includes the value of earned and unvested award amounts and unearned award amounts. Pursuant to the ComEd LTIP, participants receive a pro-rated incentive
award for the year of termination, if termination occurs due to retirement. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the unearned award amount represents the
executives 2008 target award.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Estimated costs of heath care, life insurance, and long-term disability coverage which continue during the severance period. For Mr. Rowe, health care, life insurance, and long-term
disability coverage will continue for two years.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Estimated costs of outplacement services for 12 months. Upon a termination of Mr. Rowes employment due to the companys failure to appoint or elect him as CEO, Chairman of the
Board of Directors and a member of the Board, his benefits are those described under the heading Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control. This includes five years of office
and secretarial services and up to three years of tax, financial and estate planning services and outplacement services.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control



The following tables show the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were
terminated upon a qualifying change in control as of December 31, 2008. The company has entered into Change in Control agreements with Messrs. Rowe, Clark, Crane, McLean, Mitchell, OBrien and Pardee and Ms. Moler. These payments and
benefits are in addition to the present value of accumulated benefits from the NEOs qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in
tables within the Nonqualified Deferred Compensation section.



45



---

Exelon, Generation and PECO



|          |  |                        |           |                                          |   |                                         |  |                                                |            |                                        |   |                                              |  |                                                |           |  |              |  |   |           
|--------- |  | ---------------------- | --------- | ---------------------------------------- | - | --------------------------------------- |  | ---------------------------------------------- | ---------- | -------------------------------------- | - | -------------------------------------------- |  | ---------------------------------------------- | --------- |  | ------------ |  | - | ----------
|Name      |  | CashPayment($)Note
(1) |           | RetirementBenefitEnhance-ment($)Note (2) |   | Value ofUnvestedEquityAwards($)Note (3) |  | HealthandWelfareBenefitContinuation($)Note (5) |            | PerquisitesandOtherBenefits($)Note (6) |   | ExciseTaxGross-UpPayment
/Scale-backNote (7) |  | TotalValue ofAllPaymentsandBenefits($)Note
(8)
|Rowe      |  | $                      | 9,998,000 |                                          | $ | 2,615,000                               |  | $                                              | 17,289,000 |                                        | $ | 474,000                                      |  | $                                              | 1,615,000 |  | Not Required |  | $ | 31,991,000
|OBrien   |  |                        | 3,146,000 |                                          |   | 129,000                                 |  |                                                | 3,231,000  |                                        |   | 131,000                                      |  |                                                | 40,000    |  | Not Required |  |   | 6,677,000 
|Hilzinger |  |                        | 1,615,000 |                                          |   | 95,000                                  |  |                                                | 2,215,000  |                                        |   | 28,000                                       |  |                                                | 40,000    |  | Not Required |  |   | 3,993,000 
|Barnett   |  |                        | 1,160,000 |                                          |   | 71,000                                  |  |                                                | 1,273,000  |                                        |   | 24,000                                       |  |                                                | 40,000    |  | Not Required |  |   | 2,568,000 
|Crane     |  |                        | 4,786,000 |                                          |   | 2,805,000                               |  |                                                | 6,851,000  |                                        |   | 187,000                                      |  |                                                | 40,000    |  | Not Required |  |   | 14,669,000
|McLean    |  |                        | 3,615,000 |                                          |   | 222,000                                 |  |                                                | 4,686,000  |                                        |   | 271,000                                      |  |                                                | 40,000    |  | Not Required |  |   | 8,834,000 
|Moler     |  |                        | 2,750,000 |                                          |   | 677,000                                 |  |                                                | 3,954,000  |                                        |   | 149,000                                      |  |                                                | 40,000    |  | Not Required |  |   | 7,570,000 
|Pardee    |  |                        | 2,981,000 |                                          |   | 561,000                                 |  |                                                | 3,552,000  |                                        |   | 39,000                                       |  |                                                | 40,000    |  | Not Required |  |   | 7,173,000 
|Adams     |  |                        | 1,214,000 |                                          |   | 74,000                                  |  |                                                | 1,424,000  |                                        |   | 27,000                                       |  |                                                | 40,000    |  | Not Required |  |   | 2,779,000 
|Bonney    |  |                        | 991,000   |                                          |   | 341,000                                 |  |                                                | 935,000    |                                        |   | 23,000                                       |  |                                                | 40,000    |  | Not Required |  |   | 2,330,000 
|Galvanoni |  |                        | 688,000   |                                          |   | 42,000                                  |  |                                                | 576,000    |                                        |   | 22,000                                       |  |                                                | 40,000    |  | Not Required |  |   | 1,368,000 



ComEd



|            |  |                        |           |                                          |   |                                         |  |                                             |           |                                                |   |                                        |  |                                              |         |                                                |   |        |  |              |  |   |          
|----------- |  | ---------------------- | --------- | ---------------------------------------- | - | --------------------------------------- |  | ------------------------------------------- | --------- | ---------------------------------------------- | - | -------------------------------------- |  | -------------------------------------------- | ------- | ---------------------------------------------- | - | ------ |  | ------------ |  | - | ---------
|Name        |  | CashPayment($)Note
(1) |           | RetirementBenefitEnhance-ment($)Note (2) |   | Value ofUnvestedEquityAwards($)Note (3) |  | Value ofComEdCashBasedLTIPAwards($)Note (4) |           | HealthandWelfareBenefitContinuation($)Note (5) |   | PerquisitesandOtherBenefits($)Note (6) |  | ExciseTaxGross-UpPayment /Scale-backNote (7) |         | TotalValue ofAllPaymentsandBenefits($)Note (8)
|Clark       |  | $                      | 3,291,000 |                                          | $ | 870,000                                 |  | $                                           | 1,136,000 |                                                | $ | 2,763,000                              |  | $                                            | 212,000 |                                                | $ | 40,000 |  | Not Required |  | $ | 8,312,000
|McDonald    |  |                        | 1,190,000 |                                          |   | 599,000                                 |  |                                             | 502,000   |                                                |   | 1,056,000                              |  |                                              | 67,000  |                                                |   | 40,000 |  | Not Required |  |   | 3,454,000
|Mitchell    |  |                        | 2,721,000 |                                          |   | 1,219,000                               |  |                                             | 945,000   |                                                |   | 1,904,000                              |  |                                              | 251,000 |                                                |   | 40,000 |  | Not Required |  |   | 7,080,000
|Hooker      |  |                        | 1,050,000 |                                          |   | 331,000                                 |  |                                             | 184,000   |                                                |   | 848,000                                |  |                                              | 75,000  |                                                |   | 40,000 |  | Not Required |  |   | 2,528,000
|Pramaggiore |  |                        | 1,183,000 |                                          |   | 71,000                                  |  |                                             | 625,000   |                                                |   | 965,000                                |  |                                              | 26,000  |                                                |   | 40,000 |  | Not Required |  |   | 2,910,000



|(1) | Cash payment includes a severance payment and the NEOs annual incentive for the year of termination. For Mr. Rowe, the severance payment is equal to three times his current base
salary and his Formula Annual lncentive. His Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of termination, (ii) the actual annual incentive paid for the latest calendar year ended on or
before the termination date, and (iii) the average annual incentive paid for the three years prior to the year of termination. For all other NEOs with the exception of Messrs. Barnett, Adams, Bonney, Galvanoni, McDonald, Hilzinger and Hooker,
and Ms. Pramaggiore, the severance benefit is equal to 2.99 (three for Mr. Rowe) times the sum of the executives current base salary and Severance Incentive. For Messrs. Barnett, Adams, Bonney, Galvanoni, McDonald, Hilzinger and
Hooker, and Ms. Pramaggiore the severance benefit is equal to two times the sum of the executives current base salary and Severance Incentive. The Severance Incentive is defined as the greater of the (i) target annual incentive for
the year of termination and (ii) the average annual incentive paid for the two years prior to the year of termination (i.e., the 2006 and 2007 actual annual incentives). Also includes an additional payment for Mr. OBrien of $35,000
and for Mr. Mitchell of $110,000.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The retirement benefit enhancement consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the benefit
were fully vested, the NEO had two additional years of age and two additional years of service, and the severance pay constituted covered compensation for purposes of the non-qualified pension plan. For non-grandfathered executives who are not a
part of senior executive management, the severance period is 15 months. In addition, a cash payment will be made in an amount equal to the actuarial present value of any non-vested accrued benefit under Exelons qualified pension plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Value of Unvested Equity Awards includes the sum of previously unvested stock options, previously earned, but unvested performance share units, a pro-rated target
performance share unit award for the year of retirement, and, if applicable (depending upon each officers individual restricted stock or restricted stock unit awards (if any)), the value of any unvested restricted stock that may vest upon
involuntary separation not related to a change in control. For previously unvested stock options, the value is determined by taking the spread between the closing price of Exelon stock on December 31, 2008, which was $55.61, and the exercise
price of each unvested stock option grant, multiplied by the number of unvested options. If an NEO has attained age 50 with 10 or more years of service (or certain deemed service), his
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



46



---

| | or her unvested stock options will vest upon termination of employment because he or she has satisfied the definition of retirement under the LTIP. For all performance
shares or restricted shares, the value is based on the December 31, 2008 closing price of Exelon stock.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The value of cash based LTIP awards includes the value of earned and unvested award amounts and unearned award amounts. Pursuant to the ComEd LTIP, participants receive a pro-rated incentive
award for the year of termination, if termination occurs due to retirement. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the unearned award amount represents the
executives 2008 target award.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Estimated costs of heath care, life insurance, and long-term disability coverage which continue during the severance period. For Mr. Rowe, health care, life insurance, and long-term
disability coverage will continue for two years.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Estimated costs of outplacement services for 12 months. Upon a termination of Mr. Rowes employment due to the companys failure to appoint or elect him as CEO, Chairman of the
Board of Directors and a member of the Board, his benefits are those described under the heading Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control. This includes five years of office
and secretarial services and up to three years of tax, financial and estate planning services and outplacement services.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Represents the estimated value of the required excise tax gross-up payment or scaleback. All of the executives, with the exception of Messrs. Barnett, Adams, Bonney, Galvanoni, Hilzinger,
McDonald and Hooker, and Ms. Pramaggiore are entitled to an excise tax gross-up payment under their change-in-control employment agreements if the present value of their parachute payments exceed the amount permitted by the IRS by more than 10%
and would be subject to the excise tax under Section 4999 of the Internal Revenue Code. If their payments exceed the threshold by less than 10%, their parachute payments are scaled back to the greatest amount payable that would not trigger the
excise tax. With respect to Messrs. Barnett, Adams, Bonney, Galvanoni, Hilzinger, McDonald and Hooker, and Ms. Pramaggiore, if their parachute payments exceed the amount permitted by the IRS, their parachute payments are scaled back to the
greatest amount payable that would not trigger the excise tax under Section 4999 of the Internal Revenue Code.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Non-Employee Director Compensation



Exelon



For their service as directors of the corporation, Exelons non-employee directors receive the compensation shown in the following table and explained in the accompanying notes. One employee director, Mr. Rowe, not
shown in the table, receives no additional compensation for service as a director.



|                         |  |                                  |  |                              |         |              |   |                                                                 |  |       |           |  |   |  |   |          
|------------------------ |  | -------------------------------- |  | ---------------------------- | ------- | ------------ | - | --------------------------------------------------------------- |  | ----- | --------- |  | - |  | - | ---------
|                         |  | CommitteeMembership              |  | Fees Earned or Paid in Cash  |         | Stock Awards |   | Change inPension ValueandNonqualifiedCompensationEarningsNote
2 |  | Total
|                         |  | Annual Board &CommitteeRetainers |  | Board &CommitteeMeeting Fees |         |              |  
|John A. Canning, Jr. (1) |  | A, C                             |  | $                            | 22,147  |              | $ | 26,000                                                          |  | $     | 41,576    |  |  |  | $ | 89,723   
|M. Walter DAlessio      |  | G (ch), C                        |  |                              | 59,891  |              |   | 59,000                                                          |  |       | 92,500    |  |  |  |   | 211,391  
|Nicholas DeBenedictis    |  | G, E (ch), P                     |  |                              | 58,798  |              |   | 52,500                                                          |  |       | 92,500    |  |  |  |   | 203,798  
|Bruce DeMars             |  | A, G, E, P (ch)                  |  |                              | 66,250  |              |   | 68,000                                                          |  |       | 92,500    |  |  |  |   | 226,750  
|Nelson A. Diaz           |  | E, P, R                          |  |                              | 52,500  |              |   | 51,000                                                          |  |       | 92,500    |  |  |  |   | 196,000  
|Sue L. Gin               |  | A, G, R (ch)                     |  |                              | 61,250  |              |   | 61,000                                                          |  |       | 92,500    |  |  |  |   | 214,750  
|Rosemarie B. Greco       |  | C (ch), E                        |  |                              | 58,146  |              |   | 45,500                                                          |  |       | 92,500    |  |  |  |   | 196,146  
|Paul L. Joskow           |  | A, E, R                          |  |                              | 52,500  |              |   | 63,000                                                          |  |       | 92,500    |  |  |  |   | 208,000  
|John M. Palms            |  | A (ch), G, P, R                  |  |                              | 66,250  |              |   | 70,000                                                          |  |       | 92,500    |  |  |  |   | 228,750  
|William C. Richardson    |  | A, C, G, R                       |  |                              | 52,500  |              |   | 69,000                                                          |  |       | 92,500    |  |  |  |   | 214,000  
|Thomas J. Ridge          |  | E                                |  |                              | 47,500  |              |   | 27,000                                                          |  |       | 92,500    |  |  |  |   | 167,000  
|John W. Rogers, Jr.      |  | G, R                             |  |                              | 47,500  |              |   | 42,000                                                          |  |       | 92,500    |  |  |  |   | 182,000  
|Stephen D. Steinour      |  | A, C, P                          |  |                              | 57,500  |              |   | 58,500                                                          |  |       | 92,500    |  |  |  |   | 208,500  
|Donald Thompson          |  | E, P                             |  |                              | 52,500  |              |   | 43,500                                                          |  |       | 92,500    |  |  |  |   | 188,500  
|                         |  |                                  |  |                              |         |              |   |                                                                 |  |       |           |  |   |  |   |          
|Total All Directors      |  |                                  |  | $                            | 755,232 |              | $ | 736,000                                                         |  | $     | 1,244,076 |  |  |  | $ | 2,735,308
|                         |  |                                  |  |                              |         |              |   |                                                                 |  |       |           |  |   |  |   |          



Committee Membership Key



Audit = A, Chairman = Ch, Compensation = C,
Corporate Governance = G, Energy Delivery

Oversight = E, Generation Oversight = P, Risk Oversight = R



Notes:

|(1) | Mr. Canning was appointed to the board on August 1, 2008.
|--- | ---------------------------------------------------------

|(2) | Values in this column represent that portion of the directors accrued earnings in their non-qualified deferred compensation account that were considered as above market. See the description
below under the heading Deferred Compensation. For 2008, none of the directors recognized any such earnings.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



47



---

Fees Earned or Paid in Cash



In July 2008, the Exelon board voted to increase their compensation to bring it in line with their policy of targeting the median compensation of the same peer
group of companies used to benchmark executive compensation. All directors receive an annual retainer of $50,000, which was increased from the previous value of $45,000. Committee chairs receive an additional $10,000 per year, an increase from the
previous value of $7,500. Members of the audit committee and generation oversight committee, including the committee chairs, continue to receive an additional $5,000 per year for their participation on these committees.



Directors now receive $2,000 for each meeting of the board or board committee that they
attend, whether in person or by means of teleconferencing or video conferencing equipment. Directors also receive a $2,000 meeting fee for attending the annual shareholders meeting and the annual strategy retreat.



Stock Awards



Rather than paying directors entirely in cash, Exelon pays a significant portion of director compensation in the form of deferred
stock units. The deferred stock units are not paid out to the directors until they retire from the board, leaving these amounts at risk during the directors entire tenure on the board. Directors are required under the Exelon Corporate
Governance Principles to own 5,000 shares of Exelon common stock or deferred stock units within five years after their election to the board.



In July 2008, the board voted to increase the amount of deferred stock units granted to directors each year from the previous value of $85,000 to $100,000. Deferred
stock units are granted and credited to a notional account maintained on the books of the corporation at the end of each calendar quarter based upon the closing price of Exelon common stock on the day the quarterly dividend is paid. Deferred stock
units earn the same dividends available to all holders of Exelon common stock, which are reinvested in the account as additional units.



48



---

As of December 31, 2008, the directors held the following amounts of deferred Exelon common stock units. The
units are valued at the closing price of Exelon common stock on December 31, 2008, which was $55.61. Legacy plans include those stock units earned from Exelons predecessor companies, PECO Energy Company and Unicom Corporation. For Adm.
DeMars and Mr. Rogers, the legacy deferred stock units reflect accrued benefits from the Unicom Directors Retirement Plan (which was terminated in 1997) and the Unicom 1996 Directors Fee Plan (which was terminated in 2000), respectively.



|                      |  |                               |  |                                      |  |                                     |  |                          |  |                                  |          
|--------------------- |  | ----------------------------- |  | ------------------------------------ |  | ----------------------------------- |  | ------------------------ |  | -------------------------------- | ---------
|                      |  | Year FirstElected to theBoard |  | DeferredStock UnitsFrom LegacyPlans# |  | DeferredStock UnitsFromExelon Plan# |  | TotalDeferredStockUnits# |  | FairMarketValue as of12/31/2008$
|John A. Canning       |  | 2008                          |  |                                      |  | 708                                 |  | 708                      |  | $                                | 39,372   
|M. Walter DAlessio   |  | 1983                          |  |                                      |  | 8,734                               |  | 8,734                    |  |                                  | 485,698  
|Nicholas DeBenedictis |  | 2002                          |  |                                      |  | 6,514                               |  | 6,514                    |  |                                  | 362,244  
|Bruce DeMars          |  | 1996                          |  | 1,275                                |  | 1,366                               |  | 2,641                    |  |                                  | 146,866  
|Nelson A. Diaz        |  | 2004                          |  |                                      |  | 6,396                               |  | 6,396                    |  |                                  | 355,682  
|Sue L. Gin            |  | 1993                          |  |                                      |  | 1,366                               |  | 1,366                    |  |                                  | 75,963   
|Rosemarie B. Greco    |  | 1998                          |  |                                      |  | 10,430                              |  | 10,430                   |  |                                  | 580,012  
|Paul L. Joskow        |  | 2007                          |  |                                      |  | 1,844                               |  | 1,844                    |  |                                  | 102,545  
|John M. Palms         |  | 1990                          |  |                                      |  | 6,514                               |  | 6,514                    |  |                                  | 362,244  
|William C. Richardson |  | 2005                          |  |                                      |  | 4,719                               |  | 4,719                    |  |                                  | 262,424  
|Thomas J. Ridge       |  | 2005                          |  |                                      |  | 4,465                               |  | 4,465                    |  |                                  | 248,299  
|John W. Rogers, Jr    |  | 1999                          |  | 3,436                                |  | 13,515                              |  | 16,951                   |  |                                  | 942,645  
|Stephen D. Steinour   |  | 2007                          |  |                                      |  | 2,101                               |  | 2,101                    |  |                                  | 116,837  
|Donald Thompson       |  | 2007                          |  |                                      |  | 2,101                               |  | 2,101                    |  |                                  | 116,837  
|                      |  |                               |  |                                      |  |                                     |  |                          |  |                                  |          
|Total All Directors   |  |                               |  | 4,711                                |  | 70,773                              |  | 75,484                   |  | $                                | 4,197,668
|                      |  |                               |  |                                      |  |                                     |  |                          |  |                                  |          



49



---

Deferred Stock Unit and Deferred Compensation Payout



In June 2007, the board amended both the deferred stock unit plan and the deferred compensation plan to allow directors to elect
distributions upon reaching age 72, in addition to age 65, or retirement from the board. The amendment also provided directors an opportunity to elect to take a one-time lump sum distribution from each plan in January 2008.



The following table shows the payouts made from each plan in January 2008 pursuant to
elections made by the directors in June 2007. Directors could also elect to receive their stock units in shares of Exelon common stock or have them converted to cash. For purposes of the distribution, stock units were valued at $81.64, the closing
price on December 31, 2007 and for those directors with balances in the deferred compensation plan, each individual fund in which they were invested was valued at its December 31, 2007 closing price.



|                      |  |                                                 |  |                                               |           |                                                 |   |          
|--------------------- |  | ----------------------------------------------- |  | --------------------------------------------- | --------- | ----------------------------------------------- | - | ---------
|                      |  | Number ofDeferredStock UnitsConverted atPayout# |  | Value ofDeferred Stock UnitReceived atPayout$ |           | Value ofDeferredCompensa-tionReceived atPayout$
|M. Walter DAlessio   |  | 28,625                                          |  | $                                             | 2,336,973 |                                                 | $ |         
|Nicholas DeBenedictis |  | 3,631                                           |  |                                               | 296,447   |                                                 |   |         
|Bruce DeMars          |  | 11,800                                          |  |                                               | 963,374   |                                                 |   |         
|Sue L. Gin(1)         |  | 11,800                                          |  |                                               | 963,374   |                                                 |   | 378,653  
|Rosemarie B. Greco    |  | 8,804                                           |  |                                               | 718,722   |                                                 |   |         
|John M. Palms         |  | 25,039                                          |  |                                               | 2,044,220 |                                                 |   | 1,024,035



Notes:



|(1) | Ms. Gin elected to receive her stock units as shares of Exelon common stock.
|--- | ----------------------------------------------------------------------------



Deferred Compensation



Directors may elect to defer any portion their cash compensation in a non-qualified multi-fund deferred compensation plan. Each director has an unfunded account
where the dollar balance can be invested in one or more of several mutual funds, including one fund composed entirely of Exelon common stock. Fund balances (including those amounts invested in the Exelon common stock fund) will be settled in cash
and may be distributed in a lump sum or in annual installment payments upon a directors reaching age 65, age 72 or upon retirement from the board. These funds are identical to those that are available to executive officers and are
generally identical to those available to company employees who participate in the Exelon Employee Savings Plan. Directors and executive officers have one additional fund not available to employees that, through its composition, provides returns
that can be in excess of 120% of the Federal long-term rate that is used by the IRS to determine above market returns. However, during 2008 none of the directors had investments in this fund.



Other Compensation



Exelon pays the cost of a directors spouses travel, meals, lodging and related activities when the spouses are invited to
attend company or industry related events where it is customary and expected that directors attend with their spouses. The cost of such travel, meals and other activities is imputed to the director as additional taxable income. However, in most
cases there is no incremental cost to Exelon of providing transportation and lodging for a directors spouse when he or she accompanies the director, and the only additional costs to Exelon are those for meals and activities and to reimburse
the director for the taxes on the imputed income. In 2008, incremental cost to the company to provide these perquisites was less than $10,000 per director and the aggregate amount for all directors as a



50



---

group, a total of 14 directors, was $24,438. The aggregate amount paid to all directors as a group (14 directors) for reimbursement of taxes on imputed income was
$22,664.



Exelon has a board compensation and expense reimbursement
policy under which directors are reimbursed for reasonable travel to and from their primary residence and lodging expenses incurred when attending board and committee meetings or other events on behalf of Exelon, (including directors
orientation or continuing education programs, facility visits or other business related activities for the benefit of Exelon). Under the policy, Exelon will arrange for its corporate aircraft to transport groups of directors, or when necessary,
individual directors, to meetings in order to maximize the time available for meetings and discussion. Directors may bring their spouses on Exelons corporate aircraft when they are invited to an Exelon event, and the value of this travel,
calculated according to IRS regulations, is imputed to the director as additional taxable income. Exelon has a matching gift program available to employees and directors that matches their contributions to educational institutions up to $5,000 per
year.



Generation



Generation does not have a board of directors.



ComEd



For their service as directors of the company, ComEds non-employee directors receive the compensation shown in the following table and explained in the
accompanying notes. One employee director, not shown in the table, receives no additional compensation for service as a director.



|                     |  |                                  |  |                              |         |       |   |         |  |   |        
|-------------------- |  | -------------------------------- |  | ---------------------------- | ------- | ----- | - | ------- |  | - | -------
|                     |  | CommitteeMembership              |  | Fees Earned or Paid in Cash  |         | Total
|                     |  | Annual Board &CommitteeRetainers |  | Board &CommitteeMeeting Fees |        
|James W. Compton     |  | A                                |  | $                            | 70,000  |       | $ | 15,000  |  | $ | 85,000 
|Peter V. Fazio, Jr.  |  |                                  |  |                              | 70,000  |       |   | 15,000  |  |   | 85,000 
|Sue L. Gin           |  | A                                |  |                              |        |       |   | 20,500  |  |   | 20,500 
|Edgar D. Jannotta    |  | A                                |  |                              | 70,000  |       |   | 16,000  |  |   | 86,000 
|Edward J. Mooney     |  |                                  |  |                              | 70,000  |       |   | 11,000  |  |   | 81,000 
|Michael H. Moskow(1) |  |                                  |  |                              | 64,808  |       |   | 13,500  |  |   | 78,308 
|John W. Rogers, Jr.  |  | A (ch)                           |  |                              |        |       |   | 22,500  |  |   | 22,500 
|Jesse H. Ruiz        |  |                                  |  |                              | 70,000  |       |   | 15,000  |  |   | 85,000 
|Richard L. Thomas    |  |                                  |  |                              | 70,000  |       |   | 23,000  |  |   | 93,000 
|                     |  |                                  |  |                              |         |       |   |         |  |   |        
|Total All Directors  |  |                                  |  | $                            | 484,808 |       | $ | 151,500 |  | $ | 636,308
|                     |  |                                  |  |                              |         |       |   |         |  |   |        



Committee Membership Key



Audit = A, Chairman = Ch



Notes:



|(1) | Mr. Moskow was appointed to the board on January 28, 2008.
|--- | ----------------------------------------------------------



Fees Earned or Paid in Cash



Members of the ComEd board receive an annual retainer of $70,000 paid quarterly in arrears. Members of the ComEd board who are also members of the Exelon board do
not receive this retainer. In September 2008, the ComEd board approved an increase in meeting fees from $1,500 to $2,000 for each board or committee meeting attended whether in person or by means of teleconferencing or video conferencing equipment.



51



---

The ComEd board does not grant any type of equity awards and does not have a deferred compensation plan.



Other Compensation



ComEd pays the cost of a directors spouses travel and meals when the spouses are invited to attend Exelon, ComEd or
industry related events where it is customary and expected that directors attend with their spouses. The cost of such travel and meals is imputed to the director as additional taxable income. However, in most cases there is no incremental cost to
ComEd of providing travel for a directors spouse when he or she accompanies the director, and the only additional costs to ComEd are those for meals and other minor expenses and to reimburse the director for the taxes on the imputed income. In
2008, the incremental cost to ComEd to provide these perquisites was less than $10,000 per director and the aggregate amount for all directors as a group, a total of 9 directors was $1,403. The aggregate amount paid to all directors as a group (9
directors) for reimbursement of taxes on imputed income was $780.



PECO



For their service as directors of the company, PECOs
non-employee directors receive the compensation shown in the following table and explained in the accompanying notes. Two employee directors, Mr. OBrien and Mr. Rowe, not shown in the table, receive no additional compensation for
their service as directors.



In July 2008, the PECO board voted to reduce
its size to seven members. At the same time it also established an Executive Committee to assist the board in its management and oversight duties and to act on behalf of the board when the full board was not in session. Mr. OBrien,
Mr. Rowe, and Mr. DAlessio were appointed to this committee.



|                    |  |                                  |  |                              |        |       |   |        |  |   |        
|------------------- |  | -------------------------------- |  | ---------------------------- | ------ | ----- | - | ------ |  | - | -------
|                    |  | CommitteeMembership              |  | Fees Earned or Paid in Cash  |        | Total
|                    |  | Annual Board &CommitteeRetainers |  | Board &CommitteeMeeting Fees |       
|M. Walter DAlessio |  | E                                |  | $                            |       |       | $ | 5,000  |  | $ | 5,000  
|Nelson A. Diaz      |  |                                  |  |                              |       |       |   | 6,500  |  |   | 6,500  
|Rosemarie B. Greco  |  |                                  |  |                              |       |       |   | 6,500  |  |   | 6,500  
|Thomas J. Ridge     |  |                                  |  |                              |       |       |   | 6,500  |  |   | 6,500  
|Ronald Rubin        |  |                                  |  |                              | 70,000 |       |   | 6,500  |  |   | 76,500 
|                    |  |                                  |  |                              |        |       |   |        |  |   |        
|Total All Directors |  |                                  |  | $                            | 70,000 |       | $ | 31,000 |  | $ | 101,000
|                    |  |                                  |  |                              |        |       |   |        |  |   |        



Committee Membership Key



E = Executive Committee



Fees Earned or Paid in Cash



Members of the PECO board receive an annual retainer of $70,000 paid quarterly in arrears. Members of the PECO board who are also
members of the Exelon board do not receive this retainer. In December 2008, the PECO board approved an increase in meeting fees from $1,500 to $2,000 for each board or committee meeting attended whether in person or by means of teleconferencing or
video conferencing equipment.



The PECO board does not grant any type of
equity awards and does not have a deferred compensation plan.



52



---

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



Exelon, Generation and PECO



The following table shows the ownership of Exelon common stock as of December 31, 2008
by any person or entity that has publicly disclosed ownership of more than five percent of Exelons outstanding stock, each director, each named executive officer in the Summary Compensation Table, and for all directors and executive officers
as a group.



|                                                                  |  |                         |  |                                   |  |                                                       |  |                 |  |                                                       |  |                   
|----------------------------------------------------------------- |  | ----------------------- |  | --------------------------------- |  | ----------------------------------------------------- |  | --------------- |  | ----------------------------------------------------- |  | ------------------
|                                                                  |  | [A]                     |  | [B]                               |  | [C]                                                   |  | [D]=[A]+[B]+[C] |  | [E]                                                   |  | [F]=[D]+[E]       
|                                                                  |  | BeneficiallyOwnedShares |  | SharesHeld inCompanyPlans(Note 1) |  | Vested StockOptions andOptions thatVest Within60 days |  | TotalSharesHeld |  | ShareEquivalentsto be Settledin Cash or Stock(Note 2) |  | TotalShareInterest
|Directors                                                         |  |                         |  |                                   |  |                                                       |  |                 |  |                                                       |  |                   
|John A. Canning, Jr.                                              |  | 5,000                   |  | 708                               |  |                                                      |  | 5,708           |  | 839                                                   |  | 6,547             
|M. Walter DAlessio(3)                                            |  | 11,847                  |  | 8,734                             |  |                                                      |  | 20,581          |  |                                                      |  | 20,581            
|Nicholas DeBenedictis                                             |  |                        |  | 6,514                             |  |                                                      |  | 6,514           |  |                                                      |  | 6,514             
|Bruce DeMars                                                      |  | 11,498                  |  | 1,366                             |  |                                                      |  | 12,864          |  |                                                      |  | 12,864            
|Nelson A. Diaz (3)                                                |  | 1,500                   |  | 6,396                             |  |                                                      |  | 7,896           |  | 1,868                                                 |  | 9,764             
|Sue L. Gin                                                        |  | 44,043                  |  | 1,366                             |  |                                                      |  | 45,409          |  | 1,829                                                 |  | 47,238            
|Rosemarie B. Greco (3)                                            |  | 2,000                   |  | 10,430                            |  |                                                      |  | 12,430          |  | 9,243                                                 |  | 21,673            
|Paul L. Joskow                                                    |  | 2,000                   |  | 1,844                             |  |                                                      |  | 3,844           |  | 2,300                                                 |  | 6,144             
|John M. Palms                                                     |  |                        |  | 6,514                             |  |                                                      |  | 6,514           |  |                                                      |  | 6,514             
|William C. Richardson                                             |  | 1,291                   |  | 4,719                             |  |                                                      |  | 6,010           |  |                                                      |  | 6,010             
|Thomas J. Ridge (3)                                               |  |                        |  | 4,465                             |  |                                                      |  | 4,465           |  | 2,147                                                 |  | 6,612             
|John W. Rogers, Jr.                                               |  | 11,374                  |  | 16,951                            |  |                                                      |  | 28,325          |  | 8,533                                                 |  | 36,858            
|Ronald Rubin (4)                                                  |  | 15,815                  |  |                                  |  |                                                      |  | 15,815          |  |                                                      |  | 15,815            
|Stephen D. Steinour (5)                                           |  |                        |  | 2,101                             |  |                                                      |  | 2,101           |  | 2,618                                                 |  | 4,719             
|Donald Thompson (5)                                               |  |                        |  | 2,101                             |  |                                                      |  | 2,101           |  | 1,664                                                 |  | 3,765             
|                                                                  |  |                         |  |                                   |  |                                                      
|Named Officers                                                    |  |                         |  |                                   |  |                                                       |  |                 |  |                                                       |  |                   
|John W. Rowe                                                      |  | 301,915                 |  | 6,169                             |  | 332,500                                               |  | 640,584         |  | 129,239                                               |  | 769,823           
|Denis P. OBrien                                                  |  | 24,151                  |  | 11,284                            |  | 136,000                                               |  | 171,435         |  | 19,770                                                |  | 191,205           
|Matthew F. Hilzinger                                              |  | 2,801                   |  | 23,139                            |  | 34,375                                                |  | 60,315          |  | 222                                                   |  | 60,537            
|Phillip S. Barnett                                                |  | 4,801                   |  | 11,676                            |  | 25,475                                                |  | 41,952          |  | 266                                                   |  | 42,218            
|John F. Young (6)                                                 |  |                        |  |                                  |  |                                                      |  |                |  |                                                      |  |                  
|Christopher M. Crane                                              |  | 18,657                  |  | 50,000                            |  | 71,000                                                |  | 139,657         |  | 28,804                                                |  | 168,461           
|Ian P. McLean                                                     |  | 46,972                  |  | 15,010                            |  | 414,038                                               |  | 476,020         |  | 32,010                                                |  | 508,030           
|Elizabeth A. Moler                                                |  | 19,682                  |  | 5,000                             |  | 78,000                                                |  | 102,682         |  | 25,397                                                |  | 128,079           
|Charles G. Pardee                                                 |  | 10,455                  |  | 34,622                            |  | 47,250                                                |  | 92,327          |  | 465                                                   |  | 92,792            
|Craig L. Adams                                                    |  | 16,069                  |  | 11,676                            |  | 24,200                                                |  | 51,945          |  |                                                      |  | 51,945            
|Paul R. Bonney                                                    |  | 17,431                  |  | 6,847                             |  | 22,600                                                |  | 46,878          |  |                                                      |  | 46,878            
|Matthew Galvanoni                                                 |  | 2,791                   |  | 5,284                             |  | 13,475                                                |  | 21,550          |  | 38                                                    |  | 21,588            
|Total                                                             |  |                         |  |                                   |  |                                                       |  |                 |  |                                                       |  |                   
|Directors & Executive Officers as a group, 33 people.(See Note 7) |  | 642,965                 |  | 340,947                           |  | 1,412,564                                             |  | 2,396,476       |  | 339,503                                               |  | 2,735,979         



|(1) | The shares listed under Shares Held in Company Plans, Column [B], include restricted shares, shares held in the 401(k) plan, and deferred shares held in the Stock Deferral Plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The shares listed above under Share Equivalents to be Settled in Cash, Column [E], include unvested performance shares that may settled in cash or stock depending on where the named officer
stands with respect to their stock ownership requirement, and phantom shares held in a non-qualified deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mssrs. DAlessio, Diaz and Ridge, and Ms. Greco are directors of Exelon and PECO.
|--- | ---------------------------------------------------------------------------------

|(4) | Mr. Rubin is a director of PECO.
|--- | --------------------------------

|(5) | Mrssrs. Steinour and Thompson were elected to the board in April 2007. They each have until April 2012 to achieve their stock ownership requirement of 5,000 shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Mr. Young resigned effective January 29, 2008.
|--- | ----------------------------------------------

|(7) | Beneficial ownership, shown in Column [A], of directors and executive officers as a group represents less than 1% of the outstanding shares of Exelon common stock. Total includes share
holdings from all directors and NEOs as well as those executive officers listed in Item 1, Executive Officers of the Registrants, who are not NEOs for purposes of compensation disclosure.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



53



---

Other significant owners of Exelon stock



Shown in the table below are those owners who are known to Exelon to hold more than 5% of the outstanding common stock. This
information is based on the most recent Schedule 13G filed by each owner with the SEC on February 13, 2009.



|                                                    |  |                                          |  |                 |  
|--------------------------------------------------- |  | ---------------------------------------- |  | --------------- | -
|Name and address of beneficial owner                |  | Amount and nature ofbeneficial ownership |  | Percent ofclass |  
|Capital World Investors                             |  | 32,994,000                               |  | 5               | %
|333 South Hope Street Los Angeles, California 90071 |  |                                          |  |                 |  
|                                                    |  |                                         
|Capital Research Global Investors                   |  | 39,237,320                               |  | 6               | %
|333 South Hope Street Los Angeles, California 90071 |  |                                          |  |                 |  



Capital World Investors and
Capital Research Global Investors are each divisions of Capital Research and Management Company. Capital World Investors disclosed in its Schedule 13G that it disclaims beneficial ownership of all shares and it has sole voting power over 734,000
shares and sole dispositive power over all shares. Capital Research Global Investors disclosed in its Schedule 13G that it disclaims beneficial ownership of all shares and it has sole voting power over 25,451,720 shares and sole dispositive power
over all shares.



Stock Ownership Requirements for Directors and Officers



Under Exelons Corporate Governance Principles, all directors
are required to own within five years after election to the board at least 5,000 shares of Exelon common stock or deferred stock units or shares accrued in the Exelon common stock fund of the directors deferred compensation plan. The corporate
governance committee utilized an independent compensation consultant who determined that, compared to its peer group, Exelons ownership requirement is reasonable.



Officers of Exelon (and its subsidiaries) are required to own certain amounts of Exelon common stock, depending on their seniority, by the later of
five years after their employment or promotion to their current position. The objective is to encourage officers to think and act like owners. The ownership guidelines are expressed as both a fixed number of shares and a multiple of annualized base
salary to avoid arbitrary changes to the ownership requirements that could arise from ordinary course volatility in the market price for Exelons shares. The minimum stock ownership targets by level are the lesser of the fixed number of shares
or the multiple of annualized base salary. The number of shares was determined by taking the following multiples of the officers base salary as of the latest of September 30, 2008 or the date of hire or promotion: (1) Chairman and CEO, five
times base salary; (2) executive vice presidents, three times base salary; (3) presidents and senior vice presidents, two times base salary; and (4) vice presidents and other executives, one times base salary. Ownership is measured by valuing an
executives holdings using the 60-day average price of Exelon common stock as of the appropriate date. Shares held outright, earned non-vested performance shares, and deferred shares count toward the ownership guidelines; unvested restricted
stock and stock options do not

count for this purpose. As of December 31, 2008, the named executive officers (NEOs) held the following amounts of stock relative to
the applicable guidelines:



|                     |  |                   |  |                             |  |                                |  |                                   |  
|-------------------- |  | ----------------- |  | --------------------------- |  | ------------------------------ |  | --------------------------------- | -
|Name                 |  | OwnershipMultiple |  | OwnershipGuidelinein Shares |  | Share or ShareEquivalentsOwned |  | OwnershipAs a Percentof Guideline |  
|John W. Rowe         |  | 5X                |  | 101,089                     |  | 437,323                        |  | 433                               | %
|Denis P. OBrien     |  | 3X                |  | 17,494                      |  | 55,205                         |  | 316                               | %
|Matthew F. Hilzinger |  | 2X                |  | 10,000                      |  | 26,162                         |  | 262                               | %
|Phillip S. Barnett   |  | 2X                |  | 8,483                       |  | 16,743                         |  | 197                               | %
|Christopher M. Crane |  | 3X                |  | 21,868                      |  | 97,461                         |  | 446                               | %



54



---

|                   |  |                   |  |                             |  |                               |  |                                   |  
|------------------ |  | ----------------- |  | --------------------------- |  | ----------------------------- |  | --------------------------------- | -
|Name               |  | OwnershipMultiple |  | OwnershipGuidelinein Shares |  | Share orShareEquivalentsOwned |  | OwnershipAs a Percentof Guideline |  
|Ian P. McLean      |  | 3X                |  | 22,165                      |  | 93,992                        |  | 424                               | %
|Elizabeth A. Moler |  | 3X                |  | 19,935                      |  | 50,079                        |  | 251                               | %
|Charles G. Pardee  |  | 2X                |  | 12,950                      |  | 45,542                        |  | 352                               | %
|Craig L. Adams     |  | 2X                |  | 9,048                       |  | 27,745                        |  | 307                               | %
|Paul R. Bonney     |  | 1X                |  | 3,887                       |  | 24,278                        |  | 625                               | %
|Matthew Galvanoni  |  | 1X                |  | 2,941                       |  | 8,113                         |  | 276                               | %



Securities Authorized for Issuance under
Exelon Equity Compensation Plans



|                                                                    |  |                                                                              |  |                                             |       |                                                                                                  |           
|------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------ | ----------
|[A]                                                                 |  | [B]                                                                          |  | [C]                                         |       | [D]                                                                                             
|Plan Category                                                       |  | Number of securities tobe issued uponexercise of outstandingoptions (Note 1) |  | Weighted-averageprice of outstandingoptions |       | Number of securitiesremaining availablefor future issuanceunder equitycompensation
plans(Note 3)
|Equity compensation plans approved by security holders              |  | 13,466,351                                                                   |  | $                                           | 45.43 |                                                                                                  | 23,000,000
|Equity compensation plans not approved by security holders (Note 2) |  | 118,342                                                                      |  | $                                           | 20.94 |                                                                                                  |           
|                                                                    |  |                                                                              |  |                                             |       |                                                                                                  |           
|Total                                                               |  | 13,584,693                                                                   |  |                                             |       |                                                                                                  | 23,000,000
|                                                                    |  |                                                                              |  |                                             |       |                                                                                                  |           



|(1) | Includes stock options, unvested performance shares, unvested restricted shares that were granted under the Exelon LTIP or predecessor company plans and shares awarded under those plans and
deferred into the stock deferral plan, as well as deferred stock units granted to directors as part of their compensation plan described in Item 11, Compensation of Non-employee Directors.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amount shown represents options issued under a broad based incentive plan available to all employees of PECO Energy Company. Options were issued beginning in November 1998 and no further
grants were made after October 20, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Excludes securities to be issued upon exercise of outstanding options and vesting of shares or deferred stock units shown in column [B].
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



No Generation securities are authorized for issuance under equity compensation plans,
and no PECO securities are authorized for issuance under equity compensation plans.



55



---

ComEd



Exelon Corporation indirectly owns 127,002,904 shares of ComEd common stock, more than 99% of all outstanding shares. Accordingly, the only beneficial holder of
more than five percent of ComEds voting securities is Exelon, and none of the directors or executive officers of ComEd hold any ComEd voting securities.



The following table shows the ownership of Exelon common stock as of December 31, 2008 by (1) any director of ComEd, (2) each named executive officer of ComEd
named in the Summary Compensation Table, and (3) all directors and executive officers of ComEd as a group.



No ComEd securities are authorized for issuance under equity compensation plans. For information about Exelon Securities authorized for issuance to ComEd employees
under Exelon equity compensation plans, see above under Exelon-Securities Authorized Under Equity Compensation Plans.



|                                                      |  |                         |  |                                   |  |                                                       |  |                 |  |                                                       |  |                   
|----------------------------------------------------- |  | ----------------------- |  | --------------------------------- |  | ----------------------------------------------------- |  | --------------- |  | ----------------------------------------------------- |  | ------------------
|                                                      |  | [A]                     |  | [B]                               |  | [C]                                                   |  | [D]=[A]+[B]+[C] |  | [E]                                                   |  | [F]=[D]+[E]       
|                                                      |  | BeneficiallyOwnedShares |  | SharesHeld inCompanyPlans(Note 1) |  | Vested StockOptions andOptions thatVest Within60 days |  | TotalSharesHeld |  | ShareEquivalentsto be Settledin Cash or Stock(Note 2) |  | TotalShareInterest
|Directors                                             |  |                         |  |                                   |  |                                                       |  |                 |  |                                                       |  |                   
|James W. Compton                                      |  | 6,000                   |  |                                  |  |                                                      |  | 6,000           |  |                                                       |  | 6,000             
|Peter V. Fazio, Jr                                    |  |                        |  |                                  |  |                                                      |  |                 |  |                                                       |  |                   
|Sue L. Gin                                            |  | 44,043                  |  | 1,366                             |  |                                                      |  | 45,409          |  | 1,829                                                 |  | 47,238            
|Edgar D. Jannotta                                     |  | 26,282                  |  |                                  |  |                                                      |  | 26,282          |  |                                                       |  | 26,282            
|Edward J. Mooney                                      |  |                        |  |                                  |  |                                                      |  |                |  |                                                      |  |                  
|Michael H. Moskow                                     |  |                        |  |                                  |  |                                                      |  |                |  |                                                      |  |                  
|John W. Rogers, Jr.                                   |  | 11,374                  |  | 16,951                            |  |                                                      |  | 28,325          |  | 8,533                                                 |  | 36,858            
|Jess H. Ruiz                                          |  |                        |  |                                  |  |                                                      |  |                |  |                                                      |  |                  
|Richard L. Thomas                                     |  | 32,187                  |  |                                  |  |                                                      |  | 32,187          |  |                                                       |  | 32,187            
|                                                      |  |                         |  |                                   |  |                                                      
|Named Officers                                        |  |                         |  |                                   |  |                                                       |  |                 |  |                                                       |  |                   
|Frank M. Clark                                        |  | 26,451                  |  | 5,000                             |  | 58,500                                                |  | 89,951          |  | 9,996                                                 |  | 99,947            
|Robert K. McDonald                                    |  | 9,946                   |  | 5,000                             |  | 31,625                                                |  | 46,571          |  | 3,403                                                 |  | 49,974            
|J. Barry Mitchell                                     |  | 20,196                  |  | 16,069                            |  | 20,250                                                |  | 56,515          |  | 6,281                                                 |  | 62,796            
|John T. Hooker                                        |  | 3,124                   |  | 0                                 |  | 5,375                                                 |  | 8,499           |  | 4,546                                                 |  | 13,045            
|Anne R. Pramaggiore                                   |  | 10,244                  |  | 9,000                             |  | 25,525                                                |  | 44,769          |  | 1,690                                                 |  | 46,459            
|Total                                                 |  |                         |  |                                   |  |                                                       |  |                 |  |                                                       |  |                   
|Directors & Executive Officers as a group, 14 people. |  | 189,847                 |  | 53,386                            |  | 141,275                                               |  | 384,508         |  | 36,278                                                |  | 420,786           



|(1) | The shares listed under Shares Held in Company Plans, Column [B], include restricted shares, shares held in the 401(k) plan, and deferred shares held in the Stock Deferral Plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The shares listed above under Share Equivalents to be Settled in Cash, Column [E], include unvested performance shares that may settled in cash or stock depending on where the named officer
stands with respect to their stock ownership requirement, and phantom shares held in a non-qualified deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



56



---

PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|(b) | Exhibits
|--- | --------



|            |  |                                                                                                                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                           
|            |  | Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the report on Form 10-K/A for the year ended December 31, 2008 filed by the following
officers for the following registrants:
|            | 
|31-1        |  | Filed by John W. Rowe for Exelon Corporation                                                                                                                                                                                          
|            | 
|31-2        |  | Filed by Matthew F. Hilzinger for Exelon Corporation                                                                                                                                                                                  
|            | 
|31-3        |  | Filed by John W. Rowe for Exelon Generation Company, LLC                                                                                                                                                                              
|            | 
|31-4        |  | Filed by Matthew F. Hilzinger for Exelon Generation Company, LLC                                                                                                                                                                      
|            | 
|31-5        |  | Filed by Frank M. Clark for Commonwealth Edison Company                                                                                                                                                                               
|            | 
|31-6        |  | Filed by Robert K. McDonald for Commonwealth Edison Company                                                                                                                                                                           
|            | 
|31-7        |  | Filed by Denis P. OBrien for PECO Energy Company                                                                                                                                                                                     
|            | 
|31-8        |  | Filed by Phillip S. Barnett for PECO Energy Company                                                                                                                                                                                   
|            | 
|            |  | Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the report on Form 10-K/A for the year ended December 31, 2008 filed by the following officers for the
following registrants:              
|            | 
|32-1        |  | Filed by John W. Rowe for Exelon Corporation                                                                                                                                                                                          
|            | 
|32-2        |  | Filed by Matthew F. Hilzinger for Exelon Corporation                                                                                                                                                                                  
|            | 
|32-3        |  | Filed by John W. Rowe for Exelon Generation Company, LLC                                                                                                                                                                              
|            | 
|32-4        |  | Filed by Matthew F. Hilzinger for Exelon Generation Company, LLC                                                                                                                                                                      
|            | 
|32-5        |  | Filed by Frank M. Clark for Commonwealth Edison Company                                                                                                                                                                               
|            | 
|32-6        |  | Filed by Robert K. McDonald for Commonwealth Edison Company                                                                                                                                                                           
|            | 
|32-7        |  | Filed by Denis P. OBrien for PECO Energy Company                                                                                                                                                                                     
|            | 
|32-8        |  | Filed by Phillip S. Barnett for PECO Energy Company                                                                                                                                                                                   



57



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 18th day of February, 2009.



|                   |  |                                                  
|------------------ |  | -------------------------------------------------
|EXELON CORPORATION
|                   | 
|By:                |  | /s/    MATTHEW F. HILZINGER                      
|Name:              |  | Matthew F. Hilzinger                             
|Title:             |  | Senior Vice President and Chief Financial Officer



|                               |  |                                                                                                   
|------------------------------ |  | --------------------------------------------------------------------------------------------------
|EXELON GENERATION COMPANY, LLC
|                               | 
|By:                            |  | /s/    MATTHEW F. HILZINGER                                                                       
|Name:                          |  | Matthew F. Hilzinger                                                                              
|Title:                         |  | Senior Vice President and Chief Financial Officer Exelon Corporation (Principal Financial Officer)



|                            |  |                                                                                 
|--------------------------- |  | --------------------------------------------------------------------------------
|COMMONWEALTH EDISON COMPANY
|                            | 
|By:                         |  | /s/    ROBERT K.
MCDONALD                                                       
|Name:                       |  | Robert K. McDonald                                                              
|Title:                      |  | Senior Vice President, Chief Financial Officer, Treasurer and Chief Risk Officer



|                    |  |                                                  
|------------------- |  | -------------------------------------------------
|PECO ENERGY COMPANY
|                    | 
|By:                 |  | /s/    PHILLIP S. BARNETT                        
|Name:               |  | Phillip S. Barnett                               
|Title:              |  | Senior Vice President and Chief Financial Officer





58